Spider-man and his angry friends
by GameBreakingLag
Summary: Things are going well for the web head after his last team up with the Avengers, but now he faces something he's not sure how to handle. Two super powered teenage girls are dropped into New York city, and they're not too happy about it. It's up to Spider-man, with help from the Avengers, to get Supergirl and Korra home before whoever brought them here can hatch their plan.
1. Chapter 1

"Well how about that?" Spider-man said, reading the latest Daily Bugle issue. "Save the city a dozen times by myself and get nothing. Save the city once with the Avengers and they replaced 'Spider-man terrorizes city' with 'Spider-man saves city'." He grinned under his mask. "Oh I bet this just eats at J. Jonah Jameson."

A child cried from somewhere below. Spider-man tossed the newspaper aside and jumped off the ten story building, then shot out a web and swung towards the sound. Sticking to the side of a building, he assessed the situation. A single boy crying on the sidewalk, his mother's arms around him. Try as he might, Spidey couldn't find any sign of trouble, not that he really expected there to be any at three PM on a Friday.

Suddenly he saw the red balloon drifting slowly upwards. "Hm, it's not much," Spider-man said, "but it's the most action I've seen in days." he turned and sprinted up the side of the building, then jumped and flipped, grabbing the string and falling. He shot out a web to stop his descent and slowly lowered himself until he was level with the crying child.

"This yours?"

"Spider-man!" the boy's eyes lit up and he could barely contain his excitement. Spidey handed the kid his balloon. "Thanks Spider-man!"

"Thank you." The mother reiterated with a smile.

"Not a problem for your friendly neighborhood Spider-man." Said the Web Head. He was just about to pull himself up when he heard the applause. All around him the people on either side of the street had stopped to clap and whistle their cheers.

"Nice going web head!"

"We love ya Spidey!"

All this for saving a kid's balloon? He had held up burning buildings and received less praise.

With a huge grin under his mask, Spider-man pulled himself up his web and waived to the people below.

"Wish I could stay to bask in this long overdue appreciation," he said as his stomach grumbled. "But even us superheroes gotta eat." he swung his way two city blocks over to his favorite hotdog stand. "Hey Mack." he said, descending from another web. "The usual, if you'd please."

"You got it Spidey." the man said.

Spider-man reached into his belt. Web fluid, web taser, web dissolvent, spider tracers. "Aww." he groaned. "Hold off on the dog. I left my wallet in my other suit. I only have two. How can I not keep track of them?"

"Not a problem Web Head." the man said, offering him the hotdog. "This one's on the house."

"Seriously?" Spider-man asked.

"Absolutely." the man said. "You know that school bus you saved last week? My niece was on it. Far as I'm concerned, you got free hotdogs for life."

"Well, I can't take advantage of you like that, but this is shaping up to by my lucky-"

There was a purple flash a street over followed by tires screeching and a woman screaming.

"I should have learned not to say that kind of stuff aloud a long time ago." Spider-man said. "Hold onto this, I'll be right back." Pulling himself up, he was on top of the building in a matter of seconds, then jumped over the street and surveyed the commotion from the edge of a building. A car had skidded to the side of the street and knocked over a traffic sign. That was about it until he noticed the girl in the middle of the street.

She had blond hair that almost came down to her shoulders, and was covered in a long red cape with a golden shield and S on the back of her shoulders. Struggling to stand, she glanced back at the car and revealed knee high red boots and a blue leotard that came down to her wrists.

"People loving me, free food, and now beautiful girls just appearing in the middle of the street?" Spider-man said allowed. "Did I switch luck with Johnny Storm?...or...anyone other than me really. Hm, maybe this is a dream?"

He dropped down to the sidewalk below. Cars had stopped on either side and all around people stared at the girl as she took a step and fell to her hands and knees. Being New Yorkers, they all had experiences with super villains, but this girl didn't look the type.

"Um, excuse me miss?" Spider-man said as he approached her. "What exactly is going on here?"

The girl didn't respond. She just put her hands on either side of her head and stayed hunched over.

"Um, are you alright?" he reached out a hand to touch her shoulder. The moment he made contact, his spider sense flared up, but before he could think to react, the girl snapped around and backhanded him with tremendous force. He slammed into the building, bricks cracking under the impact.

"No, I didn't mean-" Supergirl said. All around her the people screamed and yelled, the sounds overwhelming her. It was like her first day on Earth all over again as her super hearing picked up everything for miles.

"Ouchie...well, I'm not dreaming, that's for sure." Spider-man said. "That or my subconscious is telling me I'm into some weird stuff." He pulled himself up and shook his head. "Always trust the spider sense."

Ahead of him the girl still clutched at the sides of her head and staggered backwards. Before he could think of a plan there was a second bright purple light to his left. As the light slowly dissipated, he could see another girl crouching in the middle of the street. Her skin was a light brown, her hair a darker pallet. She wore a tight blue muscle shirt and some type of fur around her waist and loose dark blue pants. There were what appeared to be tribal markings on the bands on her arm and in her hair, but what most concerned him was the girl's well built physique. If the skinny one could slam him into a wall, what kind of damage could this girl do?

Cautiously Spider-man approached her. Her face showed pain as she tried to stand, but she was obviously less distressed than the blond girl. "Excuse me?" he said, hopping on top of a car next to her. "You mind telling me what's going on?"

"I...what?" Korra said. She looked around in confusion. "What's going on? Where am I?"

"E...um. Isn't that your friend over there?" Spider-man pointed his thumb over his shoulder at Supergirl.

"N-no. Why do you think I know that girl?" Korra asked.

Every time Supergirl opened her eyes, she saw with a different type of vision. She had no choice but to keep them shut to avoid blasting whatever was in front of her with heat rays. Her hearing picked up everything for miles, every breath, every word, every car horn. This city was full of sounds, and it took a great effort to focus her hearing down to just her surroundings.

"-I know that girl."

Supergirl's eyes widened as she turned. That girl knew her?! She did this!

"Look out!" Spider-man yelled.

Korra turned, but before she could react, Supergirl had slammed into her with enough force to send her crashing into a car fifteen feet away.

"What the-! Is that how you say 'hello' where you're from?!" Spider-man exclaimed.

Supergirl grabbed his suit and pulled him closer. "Yeah! Now tell me who you are and what's going on or you'll find out how I say 'goodbye'!"

"I want to know those things too! Well, not who I am obviously. I'm Spi- look out!"

A car door crashed into Supergirl. She released her grip on Spider-man and stumbled a few feet backwards.

"I don't know what's going on, but I'm putting an end to it!" Korra said.

Spider-man knew the look on the girl's face all too well. That was Hulk's smashing face. And to make it worse, the blond girl didn't look any happier.

"Hold on. Both of you. I don't think any of us full understand whats-" His spider sense kicked in as Korra stomped her foot into the ground and a five foot piece of concrete was ripped from the street. With another stomp and a kick, the concrete flew at Supergirl, who punched it, shattering it to pieces.

The Girl of Steel lifted of the ground and charged at a terrifying speed. Korra punched twice, sending the hood and rear door of the car behind her flying, but they barely managed to slow Supergirl down as she closed in and punched Korra into the brick wall behind her.

Korra landed from the attack, falling to her hands and knees. Her fingers tightened and she ripped up another piece of concrete and flung it. It smashed into Supergirl, sending her sprawling backwards.

Gritting her teeth, Supergirl charged as flames burned in Korra's hands.

"Wait! Wait. Holdit holdit!" Spider-man jumped in between them and held up his hands. "Stop fighting each other and think for a minute. Something's clearly wrong here and we need to-No wait!" His spider sense had flared, but trying to explain himself instead of dodging, both girls landed a punch to his face. He smashed through the windshield of one car, then slammed into the bumper of the truck behind it.

Eyes tearing and nose searing with pain, Spider-man got up just as flames shot out over the street. Before he could get back to the girls, a motorcycle was sent flying through the air. He jumped up and caught it before it could crash and hurt anyone.

"Alright, this is getting out of hand." he leaped up and landed on a traffic light to get a better view of the fighting.

Korra spun and a gust of wind shot out of her hands causing Supergirl to step back. Once her attack was over, Supergirl breathed in and blew a powerful gale right back. Korra was blown off her feet, but she flipped and shot fire underneath her to get above the wind. As she descended, Korra brought her arms over head, then flung them forward as she conjured one of the strongest blasts of fire she had ever made. She spun and created a ball of air to soften her landing.

Before the flames could die down, a car suddenly came flying out of them. Korra barely had time to roll out of the way before it crashed into the building behind her. Supergirl was floating fifteen feet in the air, a street lamp in her hands. Throwing it like a spear, she nearly impaled Korra, who ducked as it split the fire hydrant behind her.

Water droplets now rained down on Korra, who thought up a new plan as Supergirl charged again. Moving her arms like a current, she bent the fountain of water and directed it straight at Supergirl. The Girl of Steel pushed through the blast of water, just like Korra expected, so she focused, clenching her fists and turning the water to ice.

Satisfied with her victory, she let her arms fall to her side and tried to catch her breath. Suddenly, Supergirl's eyes glowed red and the ice shattered as the girl roared her anger, the blast sending Korra tumbling down the street.

"Okay, so muscle girl is elemental based and it looks like she needs movement to use her powers." Spider-man said. "If I can web down her limbs, that may shut her down. But then how do I take down blondie?"

Supergirl's red eyes turned and locked onto Spider-man.

"Oh shi-"

In a flash her hands were around his throat. "Take me down? The only one going down is you if you don't tell me what's going on!"

"S-super hearing, huh?" Spider-man struggled to say. He fished through his belt for the sonic chip. "That's really something. Tell me, what's the most knock-knock jokes you've ever heard at once?" he stuck the chip in her ear.

"What did you?" Another chunk of concrete slammed into the back of Supergirl's head.

"Hey!" Korra yelled. "Get back down here! I'm not done with you yet."

Supergirl gritted her teeth and she threw Spider-man aside. "I'm done with this, it ends now!"

"Wouldn't have it any other way. Now bring it!" Korra said.

Supergirl was about to unleash her fury when a dozen white balls suddenly began to pelt Korra from the side.

"Ah! What-hey!" Each ball exploded into a web until nearly all of Korra's legs and torso were covered.

Spider-man landed beside her and shot out his regular stream of webbing to completely encase the Avatar.

"RAH!" A plume of flame shot out of Korra's mouth.

"Shnikies!" Spider-man leaped into the air and shot out another web over Korra's mouth. "Alright girl with the dragon breath tattoo." he said as he landed. "No, wait, that one was dumb. Just a little frazzled after nearly getting my keister roasted, you know? Lets see, um..."

"Alright, it's just you and me then." Supergirl landed a few feet away.

"What? Oh, no it's just me." He pulled out the sonic chip's trigger and pressed it.

Supergirl screamed in agony at the high pitched sound in her ear, clutching at her head before collapsing forward.

"Oh crap, are you alright?" Spider-man said. "I made that for Venom, I never thought to stick in someones ear!"

Grimacing, Supergirl pushed herself up, but Spider-man webbed her hands to the ground.

"Hold off on that for a second, I have a number of questions to ask." he said. "Most pressing is, uh, WHY ARE YOU DESTROYING NEW YORK!"

Both girls looked around at the fallout. Shattered glass and ice scattered all over the ground, vehicles bent and turned on their sides, the geyser of a fire hydrant, and everywhere the scared citizens poked their heads out to see if the battle was over.

"I...I didn't mean..." Supergirl said.

"Oh, I suppose if you're going to talk, you'll need your mouth." Spider-man said to Korra. He pulled out the web dissolvent. "But no using Flamethrower. It's super effective against us bug types. Try not to get any of this in your mouth, it's one of the nastiest things you'll ever taste. Don't...don't ask why I know that." He poured a drop of green the green solution on Korra's mouth and in seconds the web turned to powder and fell away. "Now that we've all calmed down a bit, maybe we can figure out what's going on."

"I'm sorry about your city." Korra said. "But I didn't exactly have time to survey my surroundings while I was being attacked!" she glared at Supergirl.

"Hold on."

"Hey, you said you knew me!" Supergirl said, "I thought you did this!"

"Guys."

"I didn't say I know you!"

"Hey."

"Yes you did! I heard you!"

"Hold on! Find a happy place! Both of you!" Spider-man yelled. "You both just appeared out of nowhere in a bright purple light, so neither one of you is responsible. I guess I would be the next most likely person to blame, but...why did I just say that?"

"Did you bring us here?" Korra asked.

"No! Honestly, I have no idea who either of you are." Spider-man said. "Now-"

Sirens blared as the police closed in. Letting the NYPD take them in would almost certainly involve S.H.I.E.L.D, and that might not be the best call right now. No one liked to be taken into custody by secret government organizations

"Alright, maybe we should go somewhere private and have a chat after I call the Avengers." Spider-man said.

Supergirl stood, ripping out two chunks of concrete where her hands were webbed to the street. She flung her right hand around, trying to get the sticky substance to give out.

"Was that necessary?" Spider-man said. "I...I have the dissolvent right here." He sighed, "I can already tell this isn't going to be easy. Oh! You know what'll help? Ice cream. Ice cream always helps." he jumped down the street and landed on the roof of an ice cream cart. "Three medium cups please.

Ah! Never mind, I forgot I don't have my wallet."

"Ay webs, you caught that motorcycle before it took out my stand." the owner of the cart said, "Your three cups is on the house this time."


	2. Chapter 2

Chapter 2

After one bite of the ice cream, Korra's eyes lit up and she quickly shoveled two more spoon fulls in.

"Whoa there, you're gonna get brain freeze like that." Spider-man said.

"Oh...right." she said, "It's...really good."

Supergirl's cup was completely untouched next to her. Both she and Korra sat cross legged on the building's roof while Spider-man sat on his haunches with his feet sticking him to the wall.

"Lets, uh, start out by getting names out of the way. I'm Spider-man." he waited on either of the girls to speak up next, but once they caught each others eyes they stared one another down in silence. "So this is going well." Spider-man continued after a few moments. "Guess we should get down to business. What were you doing right before you ended up here?"

"Where exactly is here?" Korra asked.

"What, do the Empire State and Chrysler buildings not give it away?" Spider-man asked.

She stared at him with an eyebrow raised in confusion. Spider-man looked over his shoulder to double check they had a good view of the city skyline.

"I-it's New York. We're in New York." he said.

"Oh...how new is it?" Korra asked.

"What? Are you telling me there's no New York where you come from?" he asked.

"No. And I'm pretty sure there's not an old York either." she said.

"Hm. Well what about you?" he asked Supergirl. "Is there a New York where you come from?"

"Yes, but I was in Metropolis." she said.

"Which one?" Spider-man asked.

"What? There's only one city of Metropolis." Supergirl said.

"You come from a city that's just another word for 'big city'?" Spider-man asked. He turned to Korra, "And what, are you from the city of Townsville or something?"

"No, I was born in the South Pole, but I was in Republic City before I somehow ended up here." she said.

"...what?"

"Ugh, this isn't getting us anywhere!" Supergirl said.

"Right, yeah. Just gonna put a pin in that 'South Pole' thing for later, but back to the question. What were you two doing before you ended up here?" he asked.

"Nothing." Supergirl said, "I was just flying over the city when there was a bright light and I felt like I was falling through some sort of hole. When I could see again I was in the middle of the street with my powers on the fritz."

"I had the same thing happen after I got done with a round of training." Korra said.

"Well...if you don't know about New York. And you're from a big city that I've never heard of. Metropolis is a big city, right?" Spider-man asked.

"Yeah, one of the biggest in the country." Supergirl said.

"Hm, this sound like inter-dimensional shenanigans."

"What?" Korra asked.

Spider-man hopped off the wall and crouched at the edge of the roof to look out over the street below. "If you two don't know each other...Why would someone bring two people from two different dimensions, and drop them in the middle of New York? Well to get them to fight obviously. But I put an end to that way to easy if that's the case."

"Hold on, you've completely lost me." Korra said. "What are dimensions?"

"Different versions of reality." Supergirl stood.

"Um...still not making a lot of sense." Korra said.

"It's like this. Have you ever wondered what would have happened if you did or didn't do something?" Spider-man asked.

Korra's shoulders dropped and she looked down at the roof. "All the time."

This sudden change in body language made him curious, but he decided to only take on one issue at a time. "Well, that's basically a dimension, or universe. For every decision you, or anyone has ever made that has any impact on the world whatsoever, there is a different version of the Earth, making an infinite number of realities."

"What? That's ridiculous." Korra said, "You're saying there's a different Earth made every time I to skip breakfast?"

"Mind blowing, yes?" Spider-man said. "That would explain why neither of you recognize me...or why you did and still punched me. Have either of you heard of Spider-man?"

They shook their heads.

"And it would also explain why I've never heard of..." he pointed with both hands at Supergirl.

"I'm Kara-Zor-El. But people call me Supergirl." she said.

"And also..." he looked to Korra.

"I'm Avatar Korra." she said.

"Look at that, we're bonding." Spider-man said. "Now the next step may be to figure out why you were brought here. Um...are either of you your Earth's greatest hero slash champion?"

"Yes. On my..." Korra exhaled, not sure if she couldn't believe it, or just couldn't accept it. "On my...world...the Avatar is the only one that can control all four elements. I'm the bridge between the spirit world and it's my job to keep the world in balance."

"I'm not my world's..." her eyes dropped and a strange pain crossed her face, "My 'Earth's' greatest hero." Supergirl said, "But I am his cousin. We have the same powers."

"Well then that's gotta be it." Spider-man said. "I was the most recent guy to save my whole world, so whoever's behind all this has thrown us together for some reason."

"Like what?" asked Supergirl.

"I dunno. Some challenge we couldn't face individually?" he said. "Or maybe some sort of...I-I don't know. I don't have much experience with alternate dimensions."

"Much?" Supergirl repeated, "But you do have some?"

"Only one." Spider-man said, "It was pretty similar to this one...except I was dead."

"Whoa." Korra said. Both of the girl's eyes widened slightly. "That must have been awful."

"Eh, not really." Spider-man said, "I died doing something awesome and heroic, sooo...all cool I guess."

Suddenly Supergirl turned and spun. "Who are those people coming for us?!" she demanded.

"What? Oh, you can hear the Quinjet." he said as the plane emerged from a behind a building several blocks away. "Those are the Avengers. Their my friends...sorta. Their this world's biggest and best heroes and the best chance we have of figuring out how exactly you got here."

The jet slowed down dramatically as it circled the building before hovering over top and slowly descending. Iron Man, Captain America, She-Hulk, and Wolverine filed out the side door.

"Spider-man, we-" Captain America held up his hand to hold up the others when he noticed Supergirl's stance. Fists balled and knees bent, she was ready for a fight. Spider-man followed the captain's gaze.

"Hey, it's alright. These guys are with me." he said.

"So?" Supergirl asked.

"So they're the good guys." Spider-man said, "You can trust them."

Korra was on Spidey's right. She tried to look less threatening, but she was just as prepared for a fight.

"I don't exactly trust very easy these days." Supergirl said.

"Spider-man, you care to fill us in a little more?" Captain America said.

"Uh, they're from different dimensions." Spider-man said.

"Are we evil Avengers where they're from?" She-Hulk asked.

"No, you're not Avengers at all. They have no idea who any of you are." Spider-man said.

"I hate when that happens." Iron Man said, "I've worked very had to have a reputation that precedes me."

Supergirl's posture remained tense.

"Kara, these guys are the best way we're going to figure out whats happening." Spider-man said.

She stayed tense, debating on what to do next as she stared down the Avengers.

"Pfft. Let's get this over with." Korra said, "I want to get back to my 'world'," she said with finger quotes, "as fast as I can." she walked through the Avengers toward the Quinjet. Slowly, Supergirl loosened up and followed.

"Sorry we got off on the wrong foot." Captain America walked beside her. "I'm Steve Rogers, but I also go by Captain America. And you are?"

Supergirl didn't answer immediately, so Spider-man did. "This is Kara, and that's Korra."

"Ah, Kara and Korra. Are you two-"

"No, no prior relation." Spider-man said.

"Well, if you guys can handle things, I'm going to stay and get some readings." Iron man said. "I'll let Reed and Pym know what I find."

"Alright, lets get moving then." Captain America said, "To Avenger's Tower."


	3. Chapter 3

Chapter 3

The Quinjet set down lightly in the Avengers Tower hangar. Wolverine and She-Hulk left immediately, while Captain America and Spider-man waited on the girls. Supergirl was visibly concerned that there was someone behind her, so Cap sped up and walked past them.

"Ladies, if you'll follow me, I'll take you to the best minds we have." Captain America said. He led them out through a thick iron automated door, then through a few halls and stopped in front of another thick door. Here, the Captain slid a card through the scanner and entered a five digit code and the door opened. Inside were a number of monitors, loose wires, control panels and case after case of Iron Man armor against the far wall.

Supergirl took two steps before her eyes lit up and she jolted backwards. "Oh no, I know what this is!" she said. "This is a lab! Well I've had more than my fair share of being poked and prodded by people that want to figure out how I tic. I'm not going in there!"

Korra rolled her eyes and continued on while the surrounding heroes all turned to Supergirl. A door opened down the hall and Thor and The Thing came out towards the lab

"Ah, Thor, Ben." Captain America said, "Why don't you keep this young lady company until she changes her mind."

"Sure ting cap." said The Thing.

Supergirl's fist clenched again as she glanced back at the heroes.

"Oh does everything have to be so dramatic?" Korra said, standing with arms crossed in the middle of the lab. "Can we please just get this over with so I can go home?"

"Right. Pym, Richards, this is Korra. One of our surprise guests." Captain America said, "Korra these are the scientist I talked about. They'll help as best they can. Spider-man, I'd like a word with you."

"Uh, okay." Spider-man said. He followed Cap while She-Hulk guided Korra to Ant Man and Mr. Fantastic. Behind him, the door closed on Supergirl.

Captain America oped the door to the welding room where the Invisible Woman, Spider Woman, and Human Torch waited. "So give us your first impressions on these ladies."

"Well apparently the dark haired girl is her world's greatest hero." Spider-man said, "Called herself 'Avatar', and apparently it's her job to keep the world at peace."

"The world at peace?" The Invisible Woman questioned, "She got in a fight within the first five minutes of arriving!"

"That...was a bit of a misunderstanding." Spider-man said, "Technically Supergirl threw the first punch after she heard the misheard Korra."

"Well did Korra try to stop the fight?" Spider Woman asked.

"Uh, well no, but-"

"Then she's not exactly good at keeping the peace." Spider Woman said.

"What about Supergirl? What's her deal?" Captain America asked.

"Oh she's angry." Spider-man said, "I don't know at who or what, but she's ready to punch first and ask question while punching."

"Tch." With super hearing and x-ray vision, Supergirl had been following this conversation.

"Does something vex you young lady?" Thor asked. "You stare at the wall most intently."

"I'm fine." she mumbled. That wasn't particularly true. She had been feeling slightly weakened ever since she got here, and now felt sick to her stomach.

"So what are we going to do?" Spider Woman asked, "We can't just let those super powered, angsty teens running around the city."

"With any luck, Reed's dimensional portal can be used to send these girls home." Captain America said. He pressed a button on glove. "Tony, hate to rush you, but have you guys found anything yet?"

"Yeah, but you're not gonna like it." Iron Man said. "Come back out to the main lab and I'll explain."

"Alright." Captain America said. He pressed another button on his glove. "Thor, Ben, bring in Supergirl. Tell her we don't intend to poke her with anything."

Back in the main lab, Hank Pym sat discussing their findings with Reed Richards who scanned for something with an arm stretched around a visibly alarmed Korra.

"Uh, Reed? Could you maybe stop with the Stretch Armstrong?" Spider-man said.

"What?" he looked up at Korra. "Oh. I'm sorry, just got carried away."

"Doesn't quite look like your experiment is done." Captain America said.

"It doesn't have to be." Iron Man said. His helmet's face cam showed up on the monitor next to Ant Man. "Korra is completely coated in radiation."

"Is she going to be alright?" Spider-man asked.

Korra's eyes widened in fear. She had no idea what was going on in this crazy place, but if Spider-man was worried about her health, then so was she.

"She'll be fine, the radiation isn't harmful and it's gone through so many half lives it's practically inert." Ant Man said.

"The problem is when we took samples of the radiation and compared it to all other known radiations, it took us all of five minutes to notice that it doesn't match anything in our data base." Mr. Fantastic said.

"How could you find that out so quick?" Captain America asked.

The door to the lab opened and Iron man walked in. His face plate opened and the camera feed to his helmet cut out. "Because it contains isotopes that aren't found on Earth. Nor on any of the celestial bodies that have crashed down here."

"So not only does the radiation not come from our planet." Mr. Fantastic said, "It might not even come from our solar system."

"Um, excuse me, but what does this all mean?" Korra asked, "When can I get back to my world?"

"That...could be a while." Hank Pym said.

There was silence for a moment. "And how long is 'a while'?" Korra asked.

There was a loud grumbling in the room. Everyone turned to see Supergirl groan and hunch over.

"That doesn't sound good." Spider-man said, "What was the last thing you ate?"

"Ugh. I haven't eaten anything in months." she said.

"What?! I know girls are subjected to unrealistic body images, but that's a little extreme." Spider-man said.

"No, I...I don't need to eat." Supergirl said, "I get all my energy from the sun."

"...really?"

"Well if that's the case, lets get this girl to the hangar bay." Captain America said.

"Young lady," said Thor, "Will you be able to make it?"

"I'll be fine." she said, "Just open the doors."

Captain America led Supergirl, Korra, Spider-man, Thing and Thor to the hangar while the rest staid back to talk over what had just been discovered. With the press of a button, the hangar door opened and Supergirl walked out into the sunlight.

A minute passed.

"So, uh," Spider-man began, "How long does it take you to...photosynthesize?"

"I don't know...I don't think it's working as fast as it normally does." Supergirl said.

The present Avengers all exchanged looks. "Is...our sun different then yours?" the Thing asked.

"No...I...I don't think so." Supergirl looked looked up towards the horizon.

There was another grumbling.

"Sorry." Korra said, "That one was me. Skipped breakfast."

"Alright, let's get these ladies down to the mess hall." Captain America said.

"Cap, I thought we agreed to not call it the 'mess' hall." Spider-man said.

Ten minutes later, Korra and Supergirl sat in the middle of the cafeteria with Avengers in every corner of the room. They tried to avoid staring at the girls, just as much as the girls tried to avoid staring back. Korra lifted the top slice of bread on her ham and cheese sandwich.

"Mind if I join you guys?" Spider-man said. A plate of his own in his hands. "Didn't get to have lunch before things went down." Neither of the girls answered him, or even looked up at him. "What? Am I not allowed to sit at the cool kid's table?"

"You can sit wherever you like, but don't expect me to be chatty." Supergirl said.

Spider-man shrugged and sat. He pulled up his mask halfway and took a bite of his sandwich. Something vibrated against his chair and he reached into his belt and pulled out his phone. Thinking for a minute, he quickly typed a response and put the phone back. In a few minutes the phone vibrated again. Spider-man sighed and reached back into his belt. Suddenly he took in a deep breath. "Oooh, Spidey's having tacos to-night." He grinned and took another bite of his sandwich.

The corner of Korra's mouth twitched, but she too reached for her sandwich. After seeing that she neither choked, nor lost consciousness from some hidden poison, Supergirl too joined in the meal.

They finished their food a few minutes later, just as Captain America and Iron Man entered.

"Spider-man, can we have a word with you?" Captain America asked.

"You can have more than one." he said, standing, "Words is what I'm good at. Get it? Cause it's improper gramm-ah forget it, you hardly ever laugh at my jokes." Spider-man left the room with the two heroes.

Korra and Supergirl caught each others gaze for a second, but they immediately crossed their arms and looked away.

"So, any changes in identifying the radiation?" Spider-man asked.

"Not so far." Iron Man said, "We've sent a message to Captain Marvel in deep space, but it'll be at least a day before she even gets it, and probably the better part of a month before shes able to look into it and get back to us."

"Which leads us to our current issue." Captain America said. "Obviously, we can't just have those girls running around until we can make a portal to send them back home. If they tore apart a city block over a simple misunderstanding, then it could be a real problem if they run into an actual super villain."

"Okay, so are you making them temporary Avengers?" Spider-man asked.

"Not...really." Captain America asked.

"With our repeated support for the Hulk and mutants, the Avengers name is kinda getting dragged through the mud lately." Iron Man said, "Especially after Hulk's last scrum with Absorbing Man."

"Mh." Spider-man recalled back to the fist fight that had rocked upstate New York three weeks ago.

"Fortunately, your rank in the public opinion pole had been steadily rising." Iron Man said, "Last Time I checked, you were fourth behind me and the two Captains."

"Hey, if you want my P.R. guy, you can have him." Spider-man said, "Did his job right once in two years."

"That's not exactly it." Captain America said, "Seeing those girls with you might be one of the best ways to get them to be seen in positive light."

"Please don't say what I think your about to say." Spider-man said.

"Just...hear me out." Captain America said, "You've already broken some ground with them."

"Yeah, literally broken the ground!"

Captain America sighed. "Look, Peter, you're a good kid. You've got the right morals and you do your best to do what's right even in the most difficult times. And if we want to instil those same values into those girls, then it would be better coming from someone their age rather than one of us."

"And why is that?" Spider-man asked.

"Surveys show a large amount of moody teenagers are more likely to respond to advice from someone their own age than from an authority figure." Iron Man said.

"They just got dropped into a strange world, where they don't know anybody." Captain America said, "They don't need mentors, they need a friend."

"Ask Wolverine how good I am at being a friend." Spider-man said.

"Logan can be...difficult. But every other X-man that you've come across likes you. And every Avenger likes you. Even the Hulk likes you." Captain America said.

"He's got a strange way of showing it." Spider-man said.

"Well you do have a tendency to get on everyone's nerves." Iron Man said.

"Look, the point is, these girls need you more than they need us." Captain America said, "Very few other heroes have managed to be so successful as you, let alone handling high school at the same time, and those girls might benefit from spending time with you."

Spider-man huffed. "Okay, even if I accepted, there's no way my aunt and I could afford to pay for them."

"You just leave all the expenses to me." Iron Man said.

"And there's the issue with my secret identity." Spider-man said.

"Ever since you told the Avengers your identity, you've told practically every other superhero you know of." Captain America said.

"Every hero I trust!" Spider-man said, "Johnny Storm still doesn't know."

Captain America put a hand on Spider-man's shoulder. "Your aunt is under our protection. Even if your identity did get out, we'd have an Avenger watching her house twenty four-seven."

Spider-man let out a long breath. "Alright, so what do we do first?"


	4. Chapter 4

Chapter 4

Korra sat with her legs crossed, pulling on the ends of her skirt. Peter couldn't help but wonder why she had chosen to buy something she found so uncomfortable, but he had other issues on his mind. He slunk further into the bench. Friday evening, and he had no intention of being regular Peter Parker for several more hours. Yet here he sat, in jeans and a school T-shirt, taking these two girls on a shopping spree paid by Tony Stark.

The only person to be remotely enjoying this was Supergirl. She had almost cracked a smile when they entered the clothing store. Spider-man pulled out his phone. He had already double checked the math in his head, but now flipped to the calculator to triple check. Sure enough, they had used less than a third of the money Stark allotted for this shopping spree.

Supergirl came back to the mirror with two different shirts. Remembering Captain America's words, Spider-man sat up. A 'friend' didn't slouch apathetically while at the mall with their other friends. He was about to speak up when the revelation hit him. He didn't know how to talk about a girl's clothes without sounding flirty. And awkwardly flirty at that.

"You should go with the gray one." he said.

Supergirl turned to look at him.

"Not that my opinion matters I guess, but I'd vote for the gray shirt." Spider-man said.

"Hm...alright." she set the green shirt down and held up the gray one. "Okay, I'm ready."

"Only three outfits? Are you sure?" Spider-man said, "You don't have to worry about me, take you time picking out what you like."

"I don't exactly intend to stay here long." Supergirl said, "And when it is time to leave I'd rather not be in, uh...Iron Man's debt."

"To Tony Stark, these clothes don't even cost pocket change." Spider-man said, "But if you guys wanna leave, I'm not gonna stop you. Next stop, our swanky new pad."

He rose and walked with Supergirl to the cashier. Korra pulled at the skirt as she stood up and lagged behind.

"You alright Korra?" Peter asked.

"I'm fine. Just a little uncomfortable with the fashion of this place." she said.

"Well, we'll keep trying to find something you like." Spider-man reassured, "Trust me, no matter what you think looks weird, it ain't nothing compared to what you're liable to see walking these city streets."

The cashier rang up their items and swiped the Stark Industries card. With bags in hand, they left the department store.

Korra instantly froze. "What are all these girls wearing?!" she looked around at all the jeans, yoga pants and khakis. "I-I thought all the girls here wore skirts!"

"Why did you think that?" Spider-man asked.

"All the clothes Sue Storm offered us were skirts!" Korra said.

"So? She likes skirts?" Spider-man said.

"But then Supergirl bought nothing but skirts."

"I like skirts too." Supergirl said.

"And...that magazine was full of girls in skirts."

"How far into the magazine did you look?" Spider-man asked.

"I...wh...Take me back! I demand pants!" Korra said, her shoulders raised but her arms straight down at her sides with hands clenched tight.

"Okay, okay that's fine." Spidey said.

In twenty minutes Korra led the group out of the store in her tank top, sneakers and new pair of jeans.

"Better now?" Spider-man asked.

"Better."

Supergirl walked up beside them in her loose fitting gray shirt and a dark blue skirt. "Good, now can we get something to eat? I'm starving."

"You guys are done already?" Tony Stark asked. He and Captain America, both in civilian clothes entered the bottom floor of the huge apartment complex. "From everything I've read, the average teen spends about two hours at the mall each trip."

"Well, your average teen can't tear up a city street with their bare hands." Spider-man said. They waited on the elevator. It dinged and the doors opened, allowing them all to pack inside.

"Fair point I suppose." Iron Man said.

Spider-man watched the floor counter climb higher and higher until it was on the forty fifth floor.

"This way ladies and gentlemen." Stark said. He led them to the room at the end of the hall and paused before the door. "And here we are, your new suite."

He flung open the door revealing a large open room with a corner couch and reclining chair aimed at a fifty inch plasma TV. Behind the living room area was a counter that separated the kitchen. Stainless steel sink, and a massive pantry and refrigerator. To the right of these two rooms were three separate bedrooms, all blank accept the desk and bed topped with blankets and comforters. In the corner was the bathroom/laundry room.

Korra's and Supergirl's faces lit up as they inspected the room. Korra plopping down on the couch and Supergirl heading for the fridge.

"Sorry, I don't exactly keep that stocked with food." Iron man said. Supergirl's shoulders drooped when she opened the door.

"Tony," Captain America said in a low voice, "I thought we talked about cutting back."

"This is cutting back!" Stark said, "Look, that TV isn't the new curved OLED, that fridge is at least a year old, and the microwave isn't even voice activated. You actually have to press the buttons!"

Captain America sighed and massaged his forehead. "I suppose for you, this is holding back. Is there anything else?"

"Nope. There's a notebook on the counter with all the information they'll need." Iron Man said, "The light bulbs and batteries everything takes, who to call when something breaks. If you guys need anything else, you know who to call."

The two Avengers left, leaving the young heroes alone. Spider-man sat down in the recliner for a moment. "Sooo, food now, right?" he said, "What should we get?"

Memories of her first Earth meal came back to Supergirl, and she dashed over to Spider-man. "Can we get pizza?!"

"Uh, sure. What kind?" he said.

"Oh, uh..." She shrunk into herself, embarrassed by the sudden excited outburst. "The, uh...one with the little red circles?"

"Pepperoni?"

"Yeah! That...sounds right." Supergirl struggled to contain herself. Pizza had been one of the best things she had ever tasted, and she was so hungry.

"Hold on, what's 'pizza'?" Korra asked, "You guys don't eat anything weird do you?"

"Weird is relative." Spider-man said, "It's just dough with seasoned tomato sauce and cheese on top. Also pepperoni is pork in case that's a turn off."

"Sounds good, I guess." Korra said.

"Great." Peter pulled out his phone and placed the order. "Sooo, uh, while we have a moment, why don't we get to know each other better?"

Supergirl crossed her arms and looked away. Spider-man looked to Korra and saw her doing the same.

"Okay, I'll start." he said. "Obviously, I was born Peter Parker, ordinary puny kid. Then one day I go on a field trip to fancy science show where I get bitten by a radioactive spider, which mutated my DNA to give me spider-like abilities and powers."

"If you're a spider, then why don't you have eight arms and eyes?" Korra asked.

"Well because I didn't grow any extra organs or anything, just changed the ones I had." Spider-man said. "Grew microscopic hairs on my fingers and toes, my muscles condensed and made me super strong, and my tendons are all like rubber bands now. Oh, also," he jumped up, flipped, then stuck to the ceiling, "The bite altered my circulatory system so I can spend hours upside down like this without getting dizzy from all the blood rushing to my head." He turned over and plopped back down on the chair.

"So you get weird bug powers, then start a life of crime fighting?" Supergirl asked.

"Eh...not at first." Spider-man said, "See for most of my life I was just a puny nerd who got bullied and constantly had all the things I wanted dangled in front of me, just out of reach. A car, pretty girlfriends, the respect of my classmates. So when I got my powers, at first I thought it was my time to shine. To make up for the years of being walked all over. So I got into show biz. Got paid to crack a few jokes and do a few flips...Then...one day a mugger runs by me with the police chasing him. I could have stopped him easy, but I was too involved in my own world. Wasn't happening to me, so it wasn't my problem." He sighed. Having told this story a dozen times before didn't make it much easier. "Later that night, that same mugger stole my uncle's car...and shot him. My uncle was like a father to me, I can barely remember my real parents. But...it was my fault he died. If I'd have just stopped that guy, then my uncle would still be alive."

Spider-man looked up. Both girls stared at him intently as they listened to his story. "So, uh..." he tried to lighten the mood, "I've tried to live by his last words to me, and I've been beating up bad guys ever since." He left out the part about the death of his girlfriend Gwen Stacy and how most of the city hated him for the better part of his career. From what he pieced together, these girls had enough problems of their own. "So? Who's next?" Both girls broke eye contact, so Spider-man pushed the issue, "I'm a little curious to hear about the North Pole."

"South Pole." Korra looked up at him, then took in a breath. "I found out I was the Avatar when I was four. There were these four assassins that were sent to capture me, but they were arrested before they could. My Father and a few members of the White Lotus decided to lock me away to keep me 'safe'." the resentment she used with the word was palpable. "Anyway, there I learned to firebend, earthbend and waterbend fairly easily. I struggled with airbending because, well..." she rubbed the back of her neck as she thought of a way to explain. "Part of bending comes from a certain type of focus and personality. Airbending is more passive and evasive, and it's just not easy for me to avoid a fight."

"You don't say?" Peter grinned.

"Anyway, I snuck off to Republic city to get an airbending teacher," Korra continued, "But when I got there, the city was full of crime and anti-bender tension. I almost got thrown in jail for breaking up a robbery."

"I know what that's like." Spider-man said. "But I have a question if you don't mind me interrupting real quick. Are there other people that can...bend...elements like you?"

"Yeah," Korra said. "There are thousands of benders all across my world."

"Cool."

"That's not what the Equalists thought." Korra said, "They wanted to get rid of benders, and me. So even as the Avatar, whose ended so many conflict in my past lives-"

Past lives? Put a pin in that for later.

"-most of the people still hated me and felt like they were better off without me." Korra continued, "All I was trying to do was help, but they treated me like I was some irrational kid who didn't know about anything. I guess I...sorta...may have made it worse when I called the Equalist leader a coward and challenged him to a duel, but..."

Supergirl's arms un-knotted slightly as she listened.

"Luckily I was able to learn airbending in time to stop Amon, the leader of the Equalists." Korra said, "But that didn't make the people hate me less." she huffed, and rested her head on her hand and arm on the couch. "So I headed back home where I met my uncle. I thought he was trying to help unite the North and South Water tribes and teach me a special type of spirit bending to open portals to the spirit world...but it was just a trick so he could awaken Vaatu, and become some...Dark Avatar. I beat him, but left the spirit portals open and lost my ability to talk to the former Avatars." She huffed and slunk back on the couch and mumbled, "And then the people hated me even more. Then the assassins that tried to kill me as a child broke free and...almost captured me. If Zuko and his royal guards hadn't shown up..." she held her arms like she had been chilled.

"Hm, sounds like you've had a lot of good times." Spider-man said, he turned to Supergirl, "I don't suppose you've got a happier story? Because if not, I'm gonna have to lighten the mood with stupid jokes before the food gets here."

"I'd..." Supergirl's arms tightened up again. "I'd rather not talk about it."

"Very well then." he stood up, "Stupid corny jokes it is! So three strings walk into a bar. The first goes up to the bartender, but he says, 'Are you a string?' the string says 'yes', and the bartender says 'We don't serve your type here.' So the first string leaves and the second one walks up to the bartender, but he says the same thing and returns back to the other strings. The third string tells his friends to tie him up in a knot, then fray his ends. Then he walks up to the bartender and the bartender says, 'are you a string?' but the string says, 'Nope, frayed knot.'" he looked expectantly from side to side, but the girl's stared blankly back at him. "Nothing? Well don't worry, I've got more."

Before he could tell his next joke, his phone rang in his pocket. "Hold that thought, pizza's here." he quickly exited the room and left the girls alone.

"We're stuck with him until they get the portal open?" Korra said.

Supergirl smiled. For a few minutes there was silence between them. "I'm sorry to hear about what happened to you." Supergirl said. Korra looked at her with eyebrows raised slightly in surprise. "I know what it's like to try to do the right thing and get hated for it."

Korra searched for a response to the girl that had attacked her earlier, but before she could form anything to say, the door burst open and Spider-man entered with two pizzas.

"Alright, food's here." he set the boxes down and handed both of them paper plates. "Dig in."

Immediately, Supergirl pulled two pieces out and took a huge bite out of both at once. Her taste buds popping and tingling thanks to her super senses enhancing the flavor. Korra pulled out a single slice, with the hot cheese oozing off to either side. She sniffed the slice, then hesitantly took a bite, then another and another as she devoured it. Spider-man sat back on the couch. He had finally gotten them to smile.


	5. Chapter 5

Chapter 5

Korra fired a blast of air at Spider-man who jumped above it and crouched low to the floor when he landed. She wasn't sure how this room in the Avenger's tower could simulate rocks and water, but all that mattered was that she could bend them. Wind blast from the left, and a fire punch to the right caused Spider-man to hop and juke, but he evaded all Korra's attacks. A few minutes ago, she had been so eager to get a rematch with the boy that took her down so easily when she wasn't looking. And she had been so confident when he said he wouldn't be using his web shooters. Now, with each failed attack, her confidence fell and her anger grew.

She ripped an artificial boulder out of the ground behind her, then broke it into a dozen pieces. Punching as fast as she could, the rocks bombarded Spider-man, who flipped, twirled and flipped again, but landed completely unharmed.

How was he so fast?! It was like trying to hit water. Not matter how hard she smashed one spot, he would just be in another spot. In her fury, she conjured a fireball in her hands. Spinning, the flames grew until she blasted a huge inferno at him. In the fire she lost all sight of her opponent.

Suddenly she was on the ground, staring up at an artificial sky. Spider-man let go of her ankle and stood over top of her and extended a hand down. "You okay? Looks like you didn't get a good night's sleep."

Was that it? No, she wasn't slow from lack of rest, Spider-man was just too fast. Like water. She thought back to some of Tenzin's lessons as she took Spider-man's hand and stood. If she fought fire with fire, then it made sense to fight water with water. The room blinked for a second, becoming the plain white box with white tiles covering the floor, ceiling and walls, but then re-assumed the riverside battle ground, only now it looked untouched by Korra's bending.

"I might not have gotten much sleep," Korra said, "But I still think I've got a plan to-"

A buzzer sounded above.

"Ten minutes already?" Spider-man said, "Time flies when you're having fun. Alright Kara, your turn. I know you didn't get a good night's sleep either, but if you say you don't need one, then I guess you don't need one."

Supergirl swallowed the last bit of her breakfast muffin and entered the training room. With a huff, Korra exited.

"Sure you don't want those web thingies?" Supergirl asked, taking position fifteen feet away from Spider-man.

"Nah, it's good to have practice without them every now and then." he said.

"Alright, your funeral." she stood on the balls of her feet.

"Uh, do you mean that figuratively, or-"

The clock wound down one second and Supergirl charged with a punch. Spider-man ducked and hopped backwards. "...literally?" he finished.

Supergirl grinned mischievously before charging again, this time launching a flurry of punches. Spider-man ducked, back flipped, and jumped, doing everything he could just to avoid her fists. He was beginning to regret telling her not to hold back, as each punched came at him with instant knock out potential.

Spider-man's feet landed against the wall, and he jumped with all his strength above Supergirl. For a moment he felt like he had bought himself more room to maneuver, but she had turned and flew straight at him. Without a means of changing direction in mid air, he was helpless as Supergirl grabbed his suit at the base of his neck.

"So do I win now or do I have to throw you down?" the grinning girl asked.

"Hm." Spider-man considered his options. Not only had he forgone his web shooters in these training battles, but every other weapon and gadget in his belt as well. "I could give you a wet willy, but we'll call this one your win."

Korra's eye were wide as she looked from the fight to the clock. It had taken Supergirl less than thirty second's to beat someone she hadn't even managed to hit.

Supergirl floated to the ground and set Spider-man on his feet. "So..." he said, "You want to go another round, or-"

"No, I think I made my point." Supergirl said. She crossed her arms and smiled victoriously.

"Good. Then break time next, then team fights." Spider-man said.

"Um, what?" Supergirl said.

"We're gonna do a few rounds two on one." he said.

"And why exactly would we do that?" Supergirl said.

"Because we're a team." he said, "Even if only temporarily." At that, he left before Supergirl could voice her displeasure.

"Spider-man, do you have a minute?" Captain America said as Spidey pulled a bottle of water out of the fridge in the observation room. He nodded towards the door.

"Uh, sure thing Cap." Spider-man said.

In the empty hallway, Captain America folded his arms and rounded on Spider-man. "Son, I know we put you with those girls so you could help them learn about being a good hero, but I didn't intend for you to start teaching them to go out and fight super villains with you."

"Why not?" Spider-man asked. "You guys said you picked me because I wasn't an authority figure. And I don't really intend to be one. I'm going to go out and fight the bad guys whenever they show up, and those girls aren't going to like being told to stay in their rooms. I figured, it would be best to get to know them and their powers so we could be a team."

"I understand your point, but please promise me you won't go field testing this team of yours for a while." Captain America said. "We still don't know who exactly these girls are and what they can do."

"Nothing to worry about Cap," Spider-man said, "I've learned a few lessons about being careless."

He turned and headed back to the training room. Up ahead, the Human Torch rounded the corner. Seeing Spider-man, he sped up and entered the observation room beside him.

"So, Webs," he said, "What's it like having the place to yourself with those two ladies?"

Spider-man checked the room. Korra had already left and was ready next to Supergirl in the training room. "Not as nice as I'm sure you're imagining." he said.

"Sure, sure things are a little rough right now." Human Torch said, "But when thing's calm down, which one are you going for?"

"What?"

"I'm asking, which of those ladies do you most likely see yourself...becoming more than friends with?"

"I'm assuming you're asking this because you're going to go after the other." Spider-man said.

"You know me well." Human Torch said, "But I know you pretty well too. I know you like blondes because of that one girl you were always swinging around with."

Spider-man clenched his fists, but held his tongue.

"And because you used to hang around with that Black Cat chick, I also know you like girls with a bigger bra size, like that dark haired girl." Human Torch said.

"Johnny, can we please stop talking about this?" Spider-man said.

"Personally, I'd go for the blond." Human Torch said, relishing in Spider-man's discomfort. "And it's not just the hair. Those legs in that leotard, hoo, and they say I'm hot."

"Johnny-"

"And knee high boots? Gotta say, I'm a sucker for those." Human Torch continued, "I'm also getting pretty big into capes. I don't know if that's a fetish or what, but-"

"Johnny." Spider-man said. He looked through the one way mirror into the training room. "That blond girl you like so much? She's got super hearing."

The Human Torch followed Spider-man's gaze to a glaring Supergirl. "So...she can-"

"Yep." Spider-man walked forward, leaving behind the dumbfounded Human Torch. The doors opened and he walked inside with his belt and web shooters.

"Who's your friend?" Supergirl asked, her glare turning it's focus to Spider-man.

"That would be Johnny Storm." He said. "He's...uh...he's dumb. Aaanyway, let's get started shall we? First, you two will be going against me. Same rules as before, shoulders touch the ground and your opponents wins. Ten minutes on the clock and the pillar level if you'd please."

The digital clock set to ten minutes and the tiles on the room glowed and became a grass covered ground. Soon, dozens of white stone pillars of varying heights materialized out of the ground. Spider-man jumped up and crouched on one of the taller ones in the middle.

"You two ready?" he asked. The girls nodded and took fighting stances. "Alrighty then, begin!"

Supergirl charged in and was immediately hit in the back by a blast of flames. She turned and scowled at Korra. "What was that for?!"

"I didn't know you were just gonna charge in!" Korra said.

Before either of them cold react, Spider-man pounced. Her grabbed Supergirl by the shoulders, flipped overhead and threw her down at Korra. She was about to tear up a piece of earth to shield herself, but hesitated, thinking it might hurt Supergirl. They collided with each other, sending them both to the ground.

"Round one goes to Spidey." Spider-man said, returning to his pillar. The girls gritted their teeth and stood. "You can start round two whenever you're ready."

"Just stay out of my way." Supergirl said. She charged again, but Spider-man leaped to another pillar before she could destroy the artificial stone and send bits scattering everywhere.

"So close." Spider-man said.

Supergirl girl charged once more, but Spider-man had already jumped off to the next pillar.

"Missed again." he taunted. She was right on his heels this time, forcing him to jump immediately after landing. "Ooh, felt the breeze that time." he swung from pillar to pillar on his webs, constantly putting as many as possible in between himself and Supergirl who rushed relentlessly through them and smashed every one.

The artificial stones began to make a cloud of dust from the swath of destruction. In her anger, it took Supergirl a moment to focus pinpoint Spider-man's exactly location.

"You are still trying to hit me, right?" Spider-man said.

The moment she heard his voice she charged again. She could keep this up longer than he could. When Supergirl cleared the dust, she found herself careening towards Korra's right side. The girl looked over and her eyes shot wide open as she tried to dodge aside, but the two crashed into each other before either could react.

Korra groaned in pain, "What are you doing?!"

Supergirl stood. "H-I...lost him in the dust cloud."

"Nice. I thought having a super powered teammate would increase my odds, not hurt them." Korra said, forcing herself to stand.

"You want a shot at him, go ahead." Supergirl said, "We all saw how well that worked out last time."

"Okay, I think we're done trying to fight Spidey." the Wall Crawler descended from the ceiling and flipped over to land on his feet. "I'm pretty good at taking on teams anyway, so it was a little unfair." The girls continued to glare at each other. "Um, maybe we should take a minute to cool off before the next team-up."

"I'm ready if you are." Korra said.

"Bring it." Supergirl retaliated.

"Okay, we should definitely-"

Supergirl flew past Spider-man as he was talking and to the middle of the room. "How about you two versus me?"

"Uh...fine." Spider-man said. "Any choice in battlegrounds? A peaceful Japanese garden perhaps? Nice relaxing beach?"

"Random, it doesn't matter." Supergirl said. She and Korra locked eyes as the room shifted around them to the surface of the moon. The lips of Spider-man's mouth tightened as he considered how to handle this.

The clock set to ten minutes and Supergirl charged straight at Korra.

"Dodge right!" Spider-man yelled.

Half following Spider-man's orders, half her own instincts, Korra jumped and flipped out of the way of the rushing Supergirl.

The two locked eyes and were about ready to exchange blows when Supergirl's arms and leg's were webbed from behind. She glanced over her shoulder at Spider-man, giving Korra the time to smash a rock against her head. Supergirl landed and tugged against Spider-man, who let himself get pulled with the webs and kicked her in the back of her shoulders. The impact and sudden release of tension caused Supergirl to stumble forwards. With her enemy off balance, Korra removed the ground Supergirl was standing on, causing her to fall on her back.

"Heh, how's it going down there?" Korra stood over top of Supergirl with a smirk.

Supergirl's face became pure rage and she slammed her fists into the ground, causing the whole tower to shake. "ROUND TWO!"

Korra lost her footing and fell, but before she could reach the ground, Supergirl had her by the throat. A blast of flames spewed out of Korra's mouth and Supergirl raised a fist as two six foot boulders closed in from the sides

"HOLD IT!" Spider-man jumped in between them and with a great effort, forced them apart. "What is the problem with you two?!"

"When do we get to fight?! One on one!" Korra yelled, "I was holding back last time!"

"Holding back?!" Supergirl yelled, "You don't even want to know what I can do when I let loose!"

"What's going on in here?" Captain America asked. He, She-Hulk, Thor, The Thing, and Spider Woman had all rushed to the training room when they felt the tower shake.

Korra and Supergirl continued to glare at each other with bared teeth for a moment, then Korra pulled away and stormed off. Thor looked like he was about to grab her, but Spider-man shook his head.

Supergirl held her fists up and shook with fury. "Gah! I hate her!"

"Why? You two were fine last night." Spider-man said.

"This is all your fault!" She stabbed a finger at him.

"You're right. Sorry." Spider-man said. His shoulder's drooped slightly.

The response stunned Supergirl out of her anger.

"I shouldn't have had you two fighting so early." Spider-man said, "I rushed you into this and things got out of control."

"I..." she almost felt bad for him.

Suddenly, he seemed picked up by something. "But I think I know how to make it up to you two. If you're willing."

"Uh...maybe." she said, more confused than anything.

"Good. I'm gonna go talk to Korra now, be back in a second." Spider-man said. He took off out of the room, leaving behind the Avengers, who were just as confused as Supergirl.


	6. Chapter 6

Chapter 6

"Korra! Korra, where'd you go?" Spider-man made his way through the tower until he found her in the lounge. She sat defeated in a chair, clutching at one of her bruises, and staring at the floor. "There you are. Hey, I wanted to say I'm sorry for making you guys fight so early."

"You didn't make us fight." she said without looking up.

"I...well not technically, but I never should have put you in that position in the first place." he said. Korra neither spoke, nor looked up at him. "So, uh...no need to be upset at Supergirl...you can stop being grumpy now."

"I'm fine." she said

"Hm, the 'I'm fine, but actually I have something that's eating at me from the inside and I really need to talk about but don't want to' response." Spider-man said. He hopped over her and landed on the cushion next to her. She glanced out of the corner of her eye to see him put an arm on the back of the couch.

"Go away." Korra said, a hint of agitation in her voice.

"I could do that." he said, "Or alternatively, you could just talk about it and prevent me from bugging you in the future. And believe me, I'm really good at bugging people. Get it? Cause spiders are bugs?"

Korra huffed and rolled her eyes. "I'm the Avatar." she said, "Where I come from, I'm supposed to be the best. The one everyone can turn to and rely on to save them in times of trouble...but then I show up here and get tossed around by some scrawny blond girl like I'm a rag doll, then you take me down in three seconds and even when I get a fair fight with you I can't even lay a finger on you!"

"Well I am pretty fast." Spider-man said.

"The point is...I'm useless here." Korra somehow managed to sink farther into the couch and seem even more defeated as she looked in the opposite direction. "Not that it matters, I'm useless back home too."

"Didn't you say you saved the world?" Spider-man said, "And also stopped a potentially genocidal revolution?"

"Pfft. Barely. The Avatar before me saved the entire world by the time he was thirteen." Korra said, "I'm almost five years older, and I have to fight tooth and nail just to keep it from falling apart."

"But you do." Spider-man said, "Isn't that the point? Doesn't matter how pretty it is, so long as you can say you did your best to do what you thought was right."

"But I'm so bad at choosing what's right." Korra said, "And everyone get's so mad at me every time I mess up and-" she cut herself off, unsure why she was pouring her heart out to someone she barely knew.

"Yeah, making the right decision isn't always black and white." Spider-man said, "I didn't tell you guys this yesterday, but I wasn't always so popular with the citizens of New York. Thanks to a certain newspaper editor whose name shall not be mentioned, most people hated me. He had them convinced that I did stuff like cause the fires that I saved people from so I could look like a hero. It got so bad that I even quit for a while."

Korra turned with an eyebrow raised. "You quit? What made you come back?"

"I couldn't turn my back on people that needed help." Spider-man said, "My uncle's last words to me were 'with great power comes great responsibility.' I have the power to do what few other people can, so it's my responsibility to use that power to help."

"That's the way I've tried to live my life." Korra said, "As the Avatar, it's always been my responsibility to help people and do what's best for everyone, but..."

"Some days it's just not easy." Spider-man said. They both sat in silence for a while. "Welp, that's enough melancholy for one afternoon. How about we go get some lunch?"

Korra cracked a slight grin, "Sounds good to me."

The Avengers card in Spider-man's belt began to beep it's call to action. "Hold that thought." he said. In thirty seconds, he had made his way to the hangar, leaving Korra behind. "What's the situation Cap?"

Captain America had gathered every available Avenger in the Tower. "There's been an explosion at The Raft. Massive prison break."

"Alright then, let's go punch some-"

"Hold on Spider-man. You're staying here."

"What? But a lot of those villains are my bad guys. I know how to take them down." Spider-man said.

"We've all read the files. We can take care of it." Captain America said. "You need to stay here with those girls. One of them just threw a temper tantrum that almost leveled the building."

"It wasn't a..." Spider-man sighed, knowing there was no point in arguing. "Fine."

"Hey Korra." Supergirl said.

Korra looked up from the couch. Part of her flared up with anger, but the other felt like maybe this girl wasn't about to attack her.

"I'm...sorry I over reacted." Supergirl said, almost sounding like she was forcing herself to talk. "I wasn't mad at you, I was just mad in general...I guess. I don't trust these Avengers. Recently I've had a lot of run-ins with people that only show kindness so they can get something out of it later. And the fact that we were just dropped in the middle of this city and there was conveniently someone there that knew how to take us down quickly and has a team that just gives us food and a place to stay...it just doesn't sit right with me."

"I can see why you wouldn't trust theses...heroes, but I'm not one of them." Korra said, "I'm not telling you to trust me, I'm telling you not to try and take your frustration out on me. But I guess," the door opened and Spider-man entered the lounge, "apology accepted."

"Oh, well you already took care of that." Spider-man said, "Well if that's the case. Lunch?" The girls nodded. "Good, then let's get into our civies and get to the Mega Buffet."

"Mega Buffet?" Supergirl asked.

"Yeah. I figured since you haven't stopped eating since you got here, and neither one of you seemed to know what half of our groceries were, we'd go to a place where you can eat as much of as many types of food as you want." Spider-man said.

Forty-five minutes later, Peter had set aside his third plate while Korra was near the end of her third as well. Both stared in amazement and horror as Kara now entered the double digits.

"I don't understand how this is even possible." Korra said.

"It certainly is...something to behold." Peter said, "How fast is you metabolism?"

Supergirl swallowed the last of her second cheeseburger. "I dunno. Why?"

"Well I'm just thinking that maybe if your body isn't absorbing as much solar energy as it's used to, it might be trying to get the energy from somewhere else." Peter said.

"So, you think I'm so hungry because my body is burning through all the food I eat to fuel my powers?" Kara asked.

"Exactly. But calories aren't a particularly good way to produce joules. At least not in comparison to solar power. Which is why you need to eat so much." Peter said, "How much energy can your body absorb and store?"

"Um..." she thought back, having been told the exact numbers, but her photographic memory suddenly couldn't recall.

"So, do you still feel weaker here than on your home world?" Korra asked.

"Yeah. I feel like I've lost a third of my strength and some of my powers." She said, "Like how I can't use my microscopic vision very well."

"You have microscopic vision and heat vision?" Peter asked.

"And X-ray vision." she added.

Peter gasped and covered himself. "That's three different types of eye sight. How does that even work? Wait...can you see why kids love cinnamon toast crunch?"

"What?"

"It's a...commercial. Never mind." his phone vibrated in his pocket. "Lovely, the list of escapees." he flipped through the list of escaped convicts from the Raft. "Aleksei Sytsevich...Herman Schultz...Cain Marko...Please don't say Eddie Brock, please don't say Eddie Br- sunuva!" He closed his eyes to calm himself, then went back to flipping through his phone. "I swear if they got to the symbi-mother hubbard!" he said through clenched teeth.

"Friend of yours?" Korra asked.

"Yeah, he-" Both girls had been staring at his clenched fist that had mangled an aluminum knife. "Oh...whoops."


	7. Chapter 7

Chapter 7

Supergirl peered over the back of apartment's corner couch early the next morning. Spider-man poured some odd concoction onto a pan over a hot oven. Korra opened the door to her room and joined Supergirl in staring.

"Good morning Korra." he said, "Breakfast will be ready in a few minutes."

"You're making us breakfast?" Korra asked. "Why?"

"So we can get an early start on the day and head down to the carnival." Spider-man said.

"That sound's nice, but why are _we_ going?" Supergirl asked.

"We trained yesterday and we'll train tomorrow." Spider-man said, "We can't have all work and no play, that makes-ah never mind neither of you will get it."

"Makes Jack a dull boy?" Supergirl said.

Spider-man stopped immediately and turned.

"Someone I knew said that once." she said, "I don't know what it's from."

"It's from one of the most horrifying movies of all time." Spider-man said. "I want you to know how disturbed I am that the only reference I've made, that you've gotten is from the Shinning. At any rate," he turned back around, "pancakes are done."

He piled three onto each plate and set them on the table. Hesitantly Korra and Supergirl sat down.

"Whoops, forgot the syrup." Spider-man turned around to and searched the cabinet. With his back turned, Supergirl sniffed her food, then switched plates with Spider-man. "Can't have pancakes without syrup." He turned back to the table and doused his plate with the sticky substance, then dug in. after a few minutes of him not choking to death, the girls joined in.

"So what exactly can we expect to see at this carnival?" Korra asked.

"Oh a few rides, a petting zoo, face painting stand." Maybe a few super villains looking to pick the pockets of a large, distracted crowd before they tried to skip town. He hurried them through breakfast and got them ready as fast as possible.

"What's the big hurry?" Supergirl asked.

"We want to get there early to get in line for the best rides." Spider-man said.

"Rides? You can jump thirty feet in the air." Supergirl said.

"First of all, I can jump much higher than that." he said, "Second, it's all about the experience."

"But I can fly higher and faster than any of those things." Supergirl said.

"Do you have the constant smell of vomit and body odor in your nose when you fly?" Spider-man asked.

"Uh, no."

"Then you're not getting the full experience." Spider-man said, "Now let's go."

Korra and Supergirl walked on either side of Spider-man as they made their way through the carnival, their heads moving back and forth to take in every sight.

"So, uh, if you see anything that looks interesting feel free to stop and try it out." Spider-man said. He hadn't bothered to look back at them, but instead scanned the crowd.

"You seem a little distracted." Supergirl said.

"Me? Oh I'm just looking for people I know." he said. "Like...them." Flash Thompson and his usual group huddled around the High Striker hammer game. "Let's go this way." he led them to the right.

"Um, are you not going to say 'Hi'?" Korra asked.

"Nope, now that I know where they are, I can better avoid them." Spider-man said.

"Why would you want to avoid them?" Supergirl asked.

"Because to those guys, I'm puny Peter Parker." Spider-man said, "And they get a real kick out of giving me a hard time."

"And you just let them?" Korra asked.

"Well yeah. I can't go around beating up bullies as my secret identity." he said.

"Secret identity?"

"It's when superheroes disguise themselves so the villains don't know who they really are." Supergirl said. "My cousin had one."

"And I'm guessing you didn't?" Spider-man asked. Supergirl shook her head.

"Why wouldn't you want your enemies to know your real name?" Korra asked.

"So they don't turn hurt the people you care about when you're not there to protect them." Spider-man said. "I'm surprised neither of you had one."

Supergirl's shoulders dropped slightly and she began to look away.

"Well it's kind of hard to hide that you're the Avatar." Korra said.

"Guess you have a point." Spider-man said, "Just about everyone knew who you were when you were still a kid."

Supergirl stopped and stifled a laugh.

"What's so funny?" Spider-man asked.

She pointed at the closest carnival game. The largest prize was a 30 inch chibi Spider-man plushie.

"When did this happen?" Spider-man asked, "And why am I not getting paid for the use of my likeness? They'll be hearing from my attorney. And by 'my', I mean 'Tony's'."

Korra joined in with Supergirl's laughter.

"If you two are quite finished, we can move along." Spider-man said.

"Nonono." Supergirl grabbed his arm and stifled another laugh. "You have to win it for us."

"Why?"

"Because it'll be funny." She said. Both girls looked at him expectantly with the biggest smiles he'd seen on their faces. Any resistance he tried to put up crumbled.

"...fine." He went up to the game teller and fished through his wallet. "Eight dollars! Wait, I don't have to worry about money anymore. Alright then." The teller took the money and handed Spider-man three baseballs. The first one he threw grazed the third row of plastic cups, only knocking one over.

"Seriously?" Korra said, "You can web a moving target, but you can't hit a bunch of cups sitting still a few feet away."

"Shh." he said, "Secret identity, remember? Wimps like me aren't supposed to know how to throw a baseball."

Korra rolled her eyes and shrugged.

The next baseball he threw hit the pile dead center, knocking over all but one. He then used his last pitch to hit it and won the prize. The teller handed the plushie to Spider-man who in turn gave it to Supergirl.

"It's so fluffy!" she exclaimed. "Alright, what's next?"

"Well, we've knocked 'winning a prize' off the checklist." Spider-man said, "The only two mandatory items left are to try a funnel cake and ride the Ferris wheel."

"Hey Parker!"

"Doh!" Spider-man recoiled as if in pain by the sound of Flash's voice.

"What's a guy like you doing at the carnival by yourself?" Flash asked once he had made his way through the crowd.

"Actually, I was showing these two foreign exchange students around." Spider-man said, giving him the same alibi he had given Aunt May.

"That so?" he said, looking at Supergirl. "I'd advise you ladies to ditch this loser and get with someone who really knows how to have a good time in this city."

"Flash, aren't you still dating Liz?" Spider-man said.

Flash shot him a dark look, but it cooled slightly before he spoke again. "We broke up."

Spider-man pulled out his phone.

"So what do you say ladies? Me and my friends would love to show you the sights." Flash leaned in closer.

"I'm fine." Supergirl said through gritted teeth.

"Alright, but what about your friend?" Flash said. "You look like you know how to have a good time."

He reached out to put an arm around Korra's shoulder, but she swatted it away. "Don't think you can touch me." she glared at him.

Flash was about to say something but Spider-man cut him off. "Hey Flash, Liz's facebook page says you two are still dating. Should I give her a call and tell her to change it?"

Caught in his lie, Flash glared at Spider-man. "Whatever. We're out of here. Loser." he shoved Spider-man, who over reacted and pretended to stumble.

A ball of fire appeared in Korra's hand and she took a step closer to Flash, but Spider-man grabbed her by the elbow. "Does the sanctity of a young boy's secret identity mean nothing to you?"

"You can have your secrete identity, but I'll always be the Avatar." said Korra, "And I'm gonna teach that pig a lesson."

"Oh no you're not." Spider-man said, "Not while your with me. You can be a hero all you like when your in your costume-"

"It's not a costume!"

"But when your with Peter Parker, you're just an ordinary person unless it's an emergency." Spider-man said.

"Fine, we'll be lame." Korra said.

"Good. Now I believe I sense the clogging of my arteries in this direction." Spider-man said, leading them to the food stands. Each one of them got a sugar covered funnel cake and a soda. "So Korra, I've been meaning to ask. How can you breath fire? I mean since most of your powers seem to activate when you use your martial arts, but fire breath is just kinda...blargh, fire."

"Well bending comes from different kinds of chi depending on inner focus and balance." Korra said, "Chi flows through the body and centers in the stomach. When I force my chi out and combine it with the air in my lungs it creates fire."

"So can you control other elements like that?" Spider-man asked.

"I can send a burst of air out. Other than that," Korra shrugged, "I suppose I could freeze my spit."

"Interesting..." Spider-man said. Noticing Supergirl had already engulfed her entire funnel cake, he slid the remainder of his across the table to her.

She smiled and held up the plushie. "My hero."

"So how do you know that Flash guy?" Korra asked.

"He's a classmate, much to my displeasure." Spider-man said.

"Wait, _is_ a classmate?" Supergirl asked, "As in present tense? As in you go to school?"

"Oh...did I not mention that?" Spider-man said, "Yeah, I'm a senior at Midtown High. I've got class tomorrow."

"So...wait, all this swinging around hero business is just something you do in your spare time?" Korra asked.

"Uh...sort of." Spider-man said, "So I'm guessing that you two don't go to school."

"I was mostly finished with my formal education." Supergirl said.

"And I've studied bending since I was five." Korra said.

"Well that's one thing," Spider-man said, "But what about history? Science? Math?"

"I've studied those plenty." Korra said.

Spider-man squinted at her. "What's the square root of negative one?"

"What? Numbers aren't plants, they don't have roots." Korra said.

Supergirl started to laugh.

"Please tell me you at least know what five plus two is?" Spider-man said.

"Don't patronize me! I know how to add!" Korra exclaimed. "And what are you laughing at!"

Supergirl struggled to stifle her laughter. "Nothing. Nothing."


	8. Chapter 8

Chapter 8

"Uh, Peter?" Supergirl said. Spider-man opened his eyes just enough to see the blond girl crouching down to look him in the face. "Doesn't your school begin in twenty minutes?"

His eyes flashed open. He was already in his regular clothes and his backpack was at his feet while he sat in the recliner. "Wha-what?"

"It looks like you fell asleep as soon as you sat down." Supergirl said. "Are you sure you should be going?"

"I-yeah. Fine." he stood and took off for the door. "Gotta go, see you later!"

With her X-ray vision, she followed him down the elevator. Korra's door opened and the Avatar made her way to the refrigerator, wiping the sleep from her eyes.

The moment Spider-man was out of the building, Supergirl opened the door to his room and stepped inside.

"Um, what are you doing?" Korra asked.

"I'm looking for something." Supergirl said.

"Okay, but what?"

With one hand, Supergirl picked up the bed. "I don't know exactly. I've already looked all over this place for hidden cameras. Now I guess I'm looking for the notes he's taking on us."

"He takes notes on us?" Korra asked.

"I don't know, but he does do a lot of typing on this computer." Supergirl said. She examined the monitor for a moment, then remembered she needed to turn the tower on first.

"Yesterday you seemed kinda happy." Korra said, "I thought you were done with the whole paranoid thing."

"Yeah, for a moment I did feel myself trusting him, but then I remembered the last time I let someone in." Supergirl said. "And the time before that." She put a hand to her chin and tried to think of a likely password.

"So...how long have you been alone?" Korra asked.

The question froze Supergirl for a moment. "Technically, I haven't been by myself for very long. But I've been alone for...months it seems, I haven't been keeping track." She typed failed password after failed password until the computer threatened to lock her out.

Giving up on this particular effort, she turned to see Korra strapping one of Spider-man's spare web shooters to her wrist. Mimicking his finger placement, she tried to shoot a web, but the trigger didn't budge. With a frown, she examined it more closely. Brimming with curiosity herself, Supergirl put on the second web shooter.

"I'm not sure how to make these work." Korra said. Supergirl shot a web out immediately at the far wall. "Huh. Maybe this ones broken." she pushed on the trigger with her spare hand until a web shot out and stuck to the computer monitor. "Oops." she pulled away and the web extended from the shooter, knocking over the monitor. "How do you get it to stop...webbing?"

"Let go of the trigger."

Korra released the palm trigger and the web cut off and fell to the floor.

"Alright." Supergirl said, "We should probably-oh!" With a tap on the trigger, she set off another web that knocked over Korra's glass of water. "My bad." She bent down to evaporate the water with her heat vision.

"I could just bend that out." Korra said.

"It's okay, I got it." Supergirl stood and her head hit Korra's hand, setting off another web. "Um, maybe we should get out of here."

"I think we're gonna be in trouble." Korra said.

"Naw, it...I think it dissolves, right?"

"Yeah, into a powder. Which he will definitely notice."

In seven hours, Spider-man returned from school. Korra and Supergirl sat on the couch, trying their best to look unassuming.

"Alright, are you two ready to get to work?" he asked.

"Uh, yeah, sure." Supergirl said.

The girls quickly fled to their rooms before Spider-man could get to his.

"Um, guys?" Spider-man called out. "Any particular reason you were in my room?"

Korra leaned against her door. "We, uh, wanted to see how your web shooters worked."

They could hear him sigh even through the walls. "Well next time you want to see how my stuff works, please let me know in advance. Or at least test it in your room so I don't have to clean up the mess."

Soon Supergirl and Korra were standing at the base of Avengers tower, hundreds of feet above in the hangar, Spider-man stood with two crash test dummies.

"Alright, you two ready down there?" he asked.

Supergirl examined the earpiece, not sure where the microphone was. "Yeah, I guess. What exactly are we doing?"

"Saving these dummies."

"Oh, okay. Go ahead and drop them then."

"Already did." Spider-man said.

In a panic, both girls looked up to see the rapidly approaching dots. Supergirl flew straight up while Korra looked around for an idea before deciding to stand directly underneath her dummy and waving her arms in a circular motion that created a whirlwind. Korra's dummy entered the vortex, and was whipped around in a circle as she gently lowered it to the ground. Having caught hers in her arms, Supergirl returned to the ground and set her dummy down.

"Alright, lets see how you did." Spider-man said, hopping off his web. "Korra, yours looks good, maybe a little unappreciative of the spin cycle, but he'll live."

"Mine's fine too." Supergirl, "Like we didn't know how to catch stuff." she crossed her arms.

Spider-man looked up at her for a few moments before examining her dummy. "Actually, yours is pretty dead."

"What?!" she exclaimed, arms shooting down to her sides.

"Well yeah." Spider-man said, "I mean, did you match it's momentum and slow down? It didn't loose all it's kinetic energy just because you touched it. If this would have been a real person, they would have broken bones where your arms were."

"I..." she crossed her arms again and looked away out of the corners of her eyes. She hadn't thought about that.

"Alright, let's move on to something else." Spider-man said. He pointed down the street. "Okay, first we race to the top of that building, then the next one, and the next one."

"Why? I can just fly there in a second?" Supergirl said.

"Well, maybe the last lesson was to teach you about inertia, and this one's a test to see just how fast our Avatar friend is." Spider-man said.

"You're on!" Korra said. She stood on the balls of her feet, ready to sprint.

"Okay then. On your marks...get set...Stop!"

Both girls lunged forward, but stopped before moving more then a few feet. They both turned and glared at Spider-man while he chuckled.

"Works every time. GO!" Spider-man leapt in the air, shooting out a web and swinging towards the target building.

Korra spun and formed a ball of air underneath her that she sat on and used to zoom down the street. Once she was at the base of the building, she jumped in the air and shot fire underneath her feet to boost upwards. Supergirl was waiting for them at the top, pretending to yawn and stretch like she had just woken up.

"You guys are so slow." She said.

"While you're busy taunting, I'll be busy winning!" Spider-man yelled as he jumped to the next building.

"That's what he thinks." Supergirl said casually.

Doing her best to keep up with Spider-man, Korra burst herself into the air with her airbending and landed on the roof of the next building. She ran to the edge of the building and saw Spider-man crawling the wall more than sixty feet above her. It was a high jump for her, too high.

Once again, Supergirl was waiting for Spider-man at the top. "I think Korra's having a little trouble." she said.

Spider-man looked down the see Korra clinging to a window sill and puling herself up.

"Alright, that's good enough." he called down to her.

"No, I got this!" she yelled up, "Just gimme a second." she planted her feet against the building, then put a gust of airbending underneath her to propel her two stories up and grabbed another window sill. She repeated this process once more and grabbed the edge of the roof and pulled herself up. She smiled triumphantly and put her hands on her hips.

"What's next on this pointless training run?" Supergirl said.

"Well aren't you just full of vinegar this evening?" Spider-man said.

"Sorry I don't exactly see the point in these exercises."

"So you're saying there's no point in saving someone falling out of a building?"

"No." Supergirl said, "I'm just saying, that you guys can take care of the falling people and stuff. I'll be the one fighting the bad guy."

"That's not how a superhero team works." Spider-man said, "We all need to be able to fulfill a number of different roles depending on the emergency we respond to. There's not always going to be someone to beat up. And even if there was, what would happen if you ran off to fight them alone and they gained the upper hand."

"I really don't think that's likely." Supergirl said, "I pretty much only have one weakness, and I doubt it's even in this dimension."

"Don't be so sure." Spider-man said, "I've already found a number of ways to take you down. And if I can do that, then you can be certain-"

"Excuse me?" Supergirl put her hands on her waist and scowled at him.

"Wh-No. If that sounded like a challenge or anything, it wasn't supposed to. I-"

"No, let's see this little strategy of yours." Supergirl said.

She stormed into the Avengers Tower before Spider-man could adequately explain himself.

"Webs, what's with blondie?" The Thing asked as he passed by.

"I'm not sure, but she wants to fight." Spider-man said.

Luke Cage appeared from behind The Thing. "Hold on, like full on, legit fight? Or just practice fight?"

"I don't know, but it's not going to happen if I can help it." Spider-man said as he continued on after Supergirl.

Korra took a second to catch her breath as Luke Cage and The Thing exchanged looks.

"Sounds to me like a full on fight." Luke Cage said.

"Time to make the call." The Thing said.

Korra looked at them, but they hurried after Spider-man while Luke Cage pulled out a phone and sent a number of texts. By the time she had made it to the observation room outside the training room, a small crowd had gathered.

"Alright, a hundred on the blond girl." Human Torch said.

"I'll take dat bet." said The Thing.

"What?" Human Torch exclaimed, "How can a heavy weight not bet on the heavy weight?"

"Cuz I seen what webs can do ta heavy weights." The Thing said, "So my money's on him."

"I dunno, from what I hear she had him pretty good the other day." Luke Cage said, "Put me down for Supergirl."

"Now that's what I like to hear." Human Torch said, "Wolverine how about you?"

"Much as I like to see webs eat the dirt, he's got my bet." Wolverine said, his feet on the desk in front of him.

"Widow?"

"Hey, I just came down here for a little practice." Black Widow said from the back of the room, "But I will say that the room can't simulate a pit of wet cement for anyone to fall into."

"Seriously." Spider-man pleaded his case, "I meant nothing buy it. I'm just saying that you're going to find a few villains out there-"

"Save it bug boy." Supergirl said. She floated to the far end of the room and spun around to face him. "I'm gong to show you exactly what I can do. And why I don't need you constantly on my back. Besides," she nodded towards the observation room, "we've already drawn a crowd."

Spider-man huffed as the room changed to the deck of a S.H.E.I.L.D Helicarrier. "Alright, let's get this over with."

Supergirl stared him down from across the room, debating on how much to hold back. She wanted so much to let loose and show everyone what she could really do, but even underpowered she didn't know if Spider-man could survive a full force attack.

Iron man burst into the observation room. "It hasn't started yet has it?" His boots lowered him to the ground and he made his way to the mirror. "Good. Jarvis record this."

"Yes sir." said the robotic voice.

"Still trying to figure out how the spider sense works, huh, shell head?" Wolverine asked.

"I think I've almost got it." Iron man said. "If an opponent comes at him with a forty eight degree angled attack aimed at his left clavicle, there's a sixty-eight percent chance he'll dodge to his left."

"Oooh, sixty-eight." The Thing mocked. "Keep it up tin man, and maybe one day you'll actually be able to almost hit him once."

"Give it a rest Tony," Black Widow said, "Some things are just beyond science."

"Balderdash." Iron Man said.

Suddenly Korra didn't feel so bad. Apparently she wasn't the only one that had trouble hitting the webslinger.

"Alright, let's go!" Supergirl flew across the room at breakneck speed.

Having predicted a charge, Spider-man countered with one of his own. When they were a few feet apart, he slid on the ground underneath her, grabbing the bottom of her cape as she flew past. His arm felt like it had nearly been ripped out of it's socket, but he held on and flipped over in the air as Supergirl stopped and turned. With his momentum, Spider-man flew over top of her and brought the cape over her face. He placed his feet on Supergirl's shoulders as she reached up to pull the cape. With one hand he webbed her hands down, and with the other he brought the cape around both her arms.

Supergirl began to spin so fast she created a cyclone in the room. Spider-man held on, but he could feel the blood in his body moving towards his feet from the extreme centrifugal force. Letting go, he flew towards the wall as he shot webbing at the spinning Supergirl, wrapping her up even more.

His head cracked against the wall as he crashed into it, and the impact made him dizzy. In the center of the room, Supergirl grunted and leaned side to side as she tried to pry her hands free. Spider-man had assumed the cape had to be fairly durable to withstand her extreme speeds and friction, but what he couldn't have known is that Supergirl would never rip this last remnant of her family on Krypton.

Spider-man hopped on her shoulders as she continued to try and pry her hands loose. "I hope I made my point." he said.

"Get off me!"

"I will, but I want you to realize that if this had been a villain and you didn't have any back up, you'd be in pretty big trouble." Spider-man said.

"I SAID"

Her body began to emanate an orange glow and Spider-man's feet grew hot.

"GET"

His spider sense flared up. The danger was coming from Supergirl, but there didn't seem to be anywhere in the room he could go to escape.

"OFF!"

As Spider-man jumped as far away as he could, the room erupted in a solar burst. The heroes in the observation room were temporarily blinded by the sudden flash of light.

"Sweet Aunt Petunia!" The Thing said

"The heck is that?" The Human Torch yelled.

Smoldering and smoking, Spider-man landed against the artificial helicarrier deck. It took him a moment to realize the intense burning pain he was in, but when it did he immediately began to roll around the floor, tearing off pieces of his suit.

Korra and the Avengers burst in the room, led by Luke Cage, who threw a fire blanket over top of Spider-man. Thirty feet away, Supergirl's knees wobbled from the intense loos of energy and she slide down to the floor. Korra and The Thing made their way over to her and untied the cape now that the webbing had been incinerated.

The moment her hands were free, Supergirl pulled the cape away from her face and turned around. "Spider-man, is he...?"

"A little charbroiled, but he'll be fine." The Thing said.

"What exactly were you trying to pull?!" Wolverine demanded.

"I...I..." Supergirl stammered. All around her, the Avengers glared.

"Spidey can get on your nerves, but that's no reason to-"

"Guys..." Spider-man said weakly. Wincing, he pushed himself up. "...s' fine. I've...had worse." Black Widow and Luke Cage gingerly tried to helped Spider-man up while the rest of the Avengers continued to glare at Supergirl. Korra quickly left the room.

"I didn't mean to hurt him." Supergirl said.

"Then why'd you try to blow him up?" Wolverine said, "There's a difference between real world rules and training rules. In training, you don't try to take the other guy's head off."

"Logan, guys, knock it off." Spider-man said.

"Spidey, I appreciate you standing up for your team, I really do." Iron Man said, "But there's gotta be a-"

"Look, just give us a minute." Spider-man said.

The Avengers looked around at one another as Korra returned with a bottle of water.

"Fine." Iron man said. "But we're not going far. And we need to talk after this."

The Avengers began to leave the room as Korra opened the bottle and pulled out the water with her bending. The liquid began to glow as she held it up to the exposed burns on Spider-man's face.

"Ah, what are you doing?" he said under the tingling sensation.

"I know a little bit about the healing properties of water." she said, "I'm going to try to heal your burns as best I can."

"Your a healer?" he said. "Sweet."

"Emphasis on 'a little'. Don't get your hopes up, I'm not very good."

Spider-man turned his attention to Supergirl. She staid were she was, hands and knees on the ground. Slowly she looked up at him. "I'm so sorry."

"You can hold off on the apologies for now." he said, "What was that really about? It seems like every other day your fine, but then the next you're looking for a reason to fly off the handle."

"I know. I didn't meant to, it's just...I wasn't sure how strong I was, and...and..."

"She doesn't trust you." Korra said, lifting up Spider-man's arm and applying the water to it.

"Well that much I've gathered." Spider-man said. "But you know, trust is a two way street. If we're really going to do this, then I can't be the only one who trusts. I mean, I've told you my secret identity. I've invited you with me out around the city so you wouldn't be caged up in the apartment all day, and this is despite numerous objections by some from the Avengers. And most recently, I figured you'd want to fight super villains, so I tried to get to know you and how to fight with you so that we could fight them. And all I've gotten out of it was a bunch of second degree burns, three nearly sleepless nights, and a headache that feels like it's going to split my head open."

"You don't know..." Supergirl said, "What' I've been through...what I've had to do..." Tears came to her eyes, so she stood and turned away from them.

"Well then tell us." Spider-man said, "We can't really get to know you and empathize with you if we don't know what you are and what you can do. I mean, I think I've figured out that you aren't a human," Korra gave him a quizzical look, "But I need to know for sure. This is going to sound dumb, but...help me help you."

Supergirl glanced back at him. "You don't want to know my story." she said softly.

"I do." Spider-man stood, slowly because of the pain. "Because no matter how bad your past might be, it doesn't define your future. I'm not much of a believer in destiny. You make your own lot in life, good or bad."

Several quiet moments passed as Supergirl stayed with her back turned to them. She rubbed her arms for comfort, then turned around. "You're right. I'm not from Earth. I'm from the planet Krypton. I lived there until I was sixteen, when my uncle discovered that the planet's core was about to explode. He sent his son, my infant cousin, to a distant habitable planet to survive. My father copied the pod and sent me to the same planet." Tears began to stream down her face, "When I woke up, my planet was gone. My friends...my family. The only thing I had to remember them by was my cousin who had grown into a man by the time I awoke.

"And your planet. Your people brought their militaries against me. They thought I was irrational and unstable. Even after I saved there cities." her face began to turn to anger. "So I ran. I had nowhere to run to, but I ran. Until I found someone. A Kryptonian who said he had a way to bring back my planet and my family. He was the only one who understood me, and he wanted everything I wanted...I...loved him. But he tricked me. To bring back my own planet, I would have had to destroy the Earth. I couldn't do it. No matter how many times the people on this planet had tried to hurt me, I still knew there were people that weren't full of hate and I couldn't let them die."

"I killed the boy I thought I had loved so that my planet could stay dead. But he didn't die. He came back, and he brought back Krypton, but the energy he used threatened to destroy the universe. So I had to destroy it. I had to kill my own planet." By this point Supergirl was quivering with fury. She had stopped looking at either one of them and stared at the ground with ferocious intensity, but now she looked up at Spider-man. "That's why I am what I am. I don't want to let anyone in because I don't want anyone to betray me...and I don't want to lose anyone else..."

She continued to glower with anger for a few moments, but the moment her expression softened, Korra rushed in, hugging Supergirl as tight as she could. Stunned for a moment, Supergirl neither said or did anything, but suddenly it was like something melted inside and she hugged Korra back, burying her face in the Avatar's shoulder.

Spider-man stood there, wondering what he should do. His instincts had been screaming at him to do whatever he could to lighten the mood, but as he listened, he dared not make light of Supergirl's story. Korra looked up and motioned for him to come.

"Are you sure?" he said, hesitantly taking a few steps closer. "I'm not sure I should be-" In a flash, Supergirl grabbed him and pulled him into the hug, squeezing him tight. He grunted, but hugged them both back. "This is the most painful healing hug...I've ever been a part of."


	9. Chapter 9

Chapter 9

"So what do you do all night?" Korra asked.

"I got fed up with all the references that I didn't get, so I started watching pretty much everything I can on Netflix." Supergirl said.

"Good. Would you mind filling me in when Spidey makes one?" Korra said. She glanced back at the clock and sighed. "Is he ever going to get out of bed? Peter! Wake up, you promised to take us on patrol with you!"

Spider-man groaned and turned over in his bed. It had been five days since the incident with Supergirl and his burns had mostly been healed, thanks both to Korra and his own accelerated tissue regeneration. It wasn't the injuries that kept him down, it was the lack of sleep. Every time they took a step forward to getting the girls comfortable in this world, they seemed to take an immediate step backwards soon after. It was this constant fear of the girls regressing and becoming angry and withdrawn that had been plaguing his nights every night since they had arrived.

It took another knocking wake up call for him to remember that his own ailments were irrelevant. There were super villains on the loose, and with most of the Avengers on a mission in Europe, the city would need him and the girls to keep it safe.

With an effort that felt herculean, he forced himself out of bed and got ready.

"Took you long enough." Supergirl said.

"No sass until I've had some caffeine." Spider-man said.

Korra reached into the cabinet and grabbed every energy drink she could carry and dumped them into his arms. "Now can we get going? The bad guys aren't going to wait for us."

"No villain is going to be up and attacking the city this early in the morning." Spider-man said.

"It's ten thirty." Supergirl said.

"Whatever, they're still probably all watching cartoons." Spider-man said. His phone suddenly vibrated with an emergency city alert. "Fah..." he sighed, "Alright, let's go."

The girls hurried over to the window and stepped out on the short balcony. Korra stood with one foot up on the railing and looked out over the city with Supergirl, whose cape began to blow in the wind.

"Lets go save the day." Supergirl said.

"We will." Spider-man said, pulling out his phone. He held it out infront of him with the camera facing the young heroes. "But first. Lemme take a selfie." The photo snapped and the girls gave him a confused look. "I'm a freelance photographer for a newspaper. You two were looking too heroic to pass up on a snapshot."

Ten minutes later, Spider-man stifled a yawn as he and Supergirl waited on Korra. There was a gust of air as she stopped her descent, then ran over to them, panting and hands on her knees.

"You going to be okay?" Spider-man asked.

"Yeah, I...just need...a better way to get around." she said in between breaths.

"Alright, well, that jerk down there is Mac Gargan." Spider-man pointed to the man in the dark green suit standing in the midst of upturned vehicles. He had a thick spiked tail that carried a brown sack of gold. "He goes by Scorpion. He's super strong, maybe stronger than me. He's also super fast and pretty agile. And because of that stupid suit of his, he can take a punch pretty good and obviously he's got the tail. The tails pretty much his bread and butter, it's shoots lasers and highly corrosive acid. Also he likes to use it as a physical weapon. Supergirl, you're up first."

"What?" she said, "You're going to let me fight him? Not tell me to stand back and watch?"

"No, I think you can take him."

"Yesss!" Supergirl said. "Finally, someone I don't have to feel bad about hitting."

"Just make sure you-" Spider-man started, but Supergirl was already charging downward, "don't break the city!"

"Get ready loser, I've been waiting for this!"

Scorpion looked up just in time to see the fist that sent him flying ninety feet through the air and crashing into the front of a launder mat.

"Not gonna lie," Supergirl said, looking up the building to Spider-man and Korra, "That felt pretty go-oh!"

The red laser stuck her in the chest and slammed her into a parked truck at the end of the street.

"Wall crawler!" Scorpion yelled up to the top of the building, "You gonna come face me yourself?!"

"Oh, I'm sorry." Spider-man said, "Didn't you hear? I've moved on. To bigger and better villains, like Doctor Doom. I'm sorry it came to this. Can we still be frenemies?"

"Joke while you can!" Scorpion yelled, "I just took out one of your new cronies, and now I'm-"

"Actually if anything you just made her mad." Spider-man said, "Bad move by the way."

With fists clenched and teeth bared, Supergirl stood and faced Scorpion. Seeming to think he could overpower her, he charged head on. All too happy to do the same, Supergirl punched Scorpion under the jaw, lifting him off the ground. Before he was sent flying into the buildings a street over, she grabbed his tail and slammed him into the ground so hard that every car alarm for two blocks was set off.

"Feel better?" Spider-man man asked as he and Korra descended to the street.

"Yes actually." Supergirl said with a grin.

"Well I guess that's at least some good news because you only get a C for this performance." Spider-man said.

"What?" She exclaimed.

"Did you not hear me mention the tail?" he said, "That should have been the number one thing for you to focus on. Not punching him into a building. You could have torn the tail off and tied him up in it before he even knew what was happening."

"I...well, yeah. I could have..." Supergirl crossed her arms, pouting slightly.

"Also, you didn't have to punch him so hard he destroyed public property when he landed." Spider-man said, "You need to pull your punches a little. Hit more, hit faster, and hopefully don't break anything in the process."

Supergirl huffed and let her arms fall to her sides. "I hate holding back so much." she mumbled.

Spider-man's phone vibrated, so he took it out and examined the alert. "Another bank robbery. Come young wards." They took off for the buildings above and crossed the rooftops until they had reached the second crime in process.

In front of the bank, broken glass covered the street and two cars were on their sides. The high pitch alarm was sounding from the broken vault.

"Alright Korra, your turn." Spider-man said, "Today's bad guy will be played be the Absorbing Man. His power is the ability to become any compound that he touches. It can make him super strong and incredibly durable. I think it was explained that if her turns his body to stone, his strength is increased such that he doesn't notice the weight change in his limbs. He also tends to carry around a ball and chain so he can easily turn into metal. Think you can take him?"

"You know it!" Korra jumped from the building, airbending to slow herself, then ran into the bank. Immediately she found herself face to face with the Absorbing Man, with bags of gold bars over his left shoulder and the wrecking ball in his right hand. "Drop the money and surrender!" Korra demanded.

Absorbing Man smiled and tossed aside the bags of gold aside, then began swinging the wrecking ball overhead. "Kid, I don't know who you are, but you're gonna wanna leave before things get nasty."

Korra grinned as the villain swung the metal ball down at her. She rolled forward, punching the ground and causing a pillar of earth to break through the marble tiles and strike the Absorbing Man under the chin. While he staggered back, Korra took a wide stance, brought her hands close at her hips, then thrust them forward to create a gust of air that knocked the Absorbing Man off his feet.

"Alright." he said. As he stood, the Absorbing man's entire body began to turn the color of his wrecking ball as he became metal. "I'll tell your next of kin that I tried to warn ya."

Korra stomped, then pulled her fists towards her as the stone behind him lifted up and took out the back of his knees. With her opponent down again, Korra jumped into the air and shot a blast of fire into his face. The Absorbing Man's hand reached out as she fell, grabbing her by the throat and tossing her halfway up the marble stairs to the right.

She groaned and held her left elbow, but quickly picked herself up. Immediately, she dove back down as the wrecking ball smashed into the stairs. Korra looked up to see the Absorbing Man's head turning from fire back to metal.

Taking two stomping steps forward, Korra struck the villain in the stomach with rising pillars of stone. Without even flinching, the Absorbing Man swung the wrecking ball over head, forcing her to boost herself upwards with fire to dodge it. Over top of him, she did a downward flip kick to blast the Absorbing man with a gust of wind, but again it had little effect and he swung the chain where Korra was about to descend. She punched a burst of fire strong enough to push her back out of range of his attack, and the only thing that was crushed were two marble pillars.

The Absorbing Man's entire torso became flames. This gave Korra an idea as she sent burst of air at his face before he cold regain his metal body. His head and shoulder's disappeared and the rest of his body went limp.

Korra's eyes widened. She hadn't meant to kill him, only knock him out or maybe stun him. Her fears were put to rest when the fires of is abdomen fared up and his head regrew.

"Not funny kid!" Absorbing Man said, "Now I'm gonna make you hurt."

"How?" Korra said with a smirk, "You don't have any arms." she sent out two blasts of air at his shoulders that were still made of fire.

"Gah!" Absorbing Man grimaced and focused his remaining flames to grow back his arms before they turned metal, but Korra sent another overpowering blast of fire at him. When he was once again flames, she sent out blasts of air to take out his legs.

"We can keep this up all day, or you can surrender." Korra said.

"I...I give." Absorbing Man said. He slowly turned his body back to normal.

"That's a good boy." Korra bent the chain around his torso, then turned to the front of the bank and yelled. "Pete, I mean...Spider-man, can this chain-"

"No! He can control it with his mind!" Spider-man yelled back.

Korra looked down and for a moment saw a smirking Absorbing Man before the metal ball struck her in the chest and sent her through an accountant's desk.

"Alright Creel, you came in like a wrecking ball," Spider-man said, "but now I'm going to take you out like-"

"No." Korra said, pushing parts of the broken desk off her and sitting up. "I got this." Her arm, ribs and lower back were in great pain, but she forced herself up and took an earthbending stance.

"Look girlie, I don't wanna put you down," Absorbing man said, "Now take webs with ya and get outta her before I snap you in half."

"Not gonna happen, now bring it on." Korra said. She used her earthbending to boost herself forward, shooting flames at Absorbing Man's legs, then spinning under neath him and using airbedning to remove them.

He fell forward on his face, but Korra wasn't done. She jumped in the air and shot flames at both arms, followed quickly by gusts of air. Now nothing but a writing torso, Korra stood over top of him and looked to Spider-man. "If I scatter his entire body, will that kill him?"

"Not unless you fully extinguish all the flames." he said.

"Good." flames appeared in both hands.

"No! No! I give!" Absorbing man pleaded.

"We tried that once, remember?" The flames grew in her hands and she thrust them forward, covering him in fire. Once it dissipated, the Absorbing Man began to regrow his scattered limbs. Moving her hands in a circle, Korra conjured up a ball of air and was about to unleash it when his body began to return to normal.

"It takes energy for him maintain his form as a gas." Spider-man said, "Guess he's nearly out."

"Hmph." the ball in Korra's hands dissipated, "Then I did it." she put one hand on her hip and grinned victoriously.

Spider-man looked around the nearly destroyed bank. "Yeah...you sure did. Hope the money he was stealing was worth more than the damage you caused."

"What?" Korra looked around. Chunks of marble scattered all over the floor, paper everywhere, some of it burnt. "I, uh...whoops."

"Lets take this outside to discuss your performance reviews." Spider-man said. He led them to the roof of the bank they had just saved. "Does she have any broken bones?"

Supergirl scanned Korra's skeleton with her x-ray vision. "No, but the bruises are pretty bad."

"I'm fine." Korra said.

Reaching into hi belt, Spider-man pulled out a small red pill in a plastic cover and gave it to Korra. "It's a pain reliever." She took the pill and swallowed it. "Why didn't you lead with the fire?" He asked

"I didn't know he could turn into fire." Korra said, "I mean, it's a gas that needs a fuel. How could I have known..." she cut herself off.

"You guys didn't read the profiles I gave you last night, did you?" Spider-man folded his arms.

"I read...a few." Korra said.

He turned to Supergirl. "What about you? You had all night."

"I read, like, half of them." she said.

"Obviously not the one on Mag Gargan or you would have prioritized the tail." Spider-man said, "Like I told you to do anyway before you fought him. Instead of knowing what your enemies' weaknesses were, you two just charged in and nearly destroyed what you were trying to save."

The girls crossed their arms almost in unison. "You're over exaggerating." Korra said.

"And besides, what does it matter?" Supergirl said, "We stopped the bad guys and saved the money."

"Saving the money in this situation is almost irrelevant based on how much property damage you both did." Spider-man said. "I mean, haven't I been preaching about always having a strategy to take down the bad guy? A strategy other than hitting them until they stop moving. You had every advantage to take them out with minimal collateral damage, but you still...I'm sounding like a jerk aren't I?" The girls postures were becoming tighter and angrier the more he spoke.

"Jerk is one word for it." Supergirl said.

"Alright hold on...lemme think of a better way to explain this. Hmm." he put a hand to his chin as he thought. "Actually this situation is itself a good way to explain it. Okay, so look at it this way, you want to help the people by saving them from the villains. I want to help you by preventing you from making some of the same mistakes I made early in my career as a wall crawling crime fighter. Not everyone can empathize with others very well. So if you save someone, but hurt three people in the process, you're not standing in a very good like to dislike ratio. You're going to want to keep helping, but eventually it's going to seem like most people don't want your help because of the way you handle things. Similar to how you don't want my help because of the way _I'm_ handling it. See, I want to pass down the knowledge I have, but when I do it in a lecturing tone, you don't want my help because I'm being a jerk. Get it? You may be helping, just like I might be, but there are better ways to do it, and we need to focus on finding the best ways to help so we don't end up hurting people along the way. I'm not saying don't break anything under any circumstances, I'm just saying to avoid it if at all possible. Am I making any sense?"

Korra sighed. "Yeah."

"We'll try to break things less." Supergirl said.

"Good, now lets get back home so I can-" Spider-man's phone went off and he pulled it out of his belt. "What? This doesn't make any sense."

"What?" Supergirl asked.

"There's another bank robbery. Let's go." Spider-man pushed the earpiece under his mask and took off on a web. "Hey, Tony, we got a problem."

"You don't say spidey." Iron Man said, "Didn't Cap have a talk with you about not fighting villains with those girls so soon?"

"Yeah, yeah, I'm irresponsible excreta excreta," Spider-man said, "Look there have been three bank robberies this morning, all by Raft escapees, and all around a half hour apart. I don't need my Spider sense to tell me somethings up."

"Hm. That does sound evil plot-ish." Iron man said, "Alright, I'm sending a message to every bank in the area and The Fantastic Four as well. If this is supposed to be a distraction, we'll be on the look out. In the mean time we're going the have to talk about your adventures."

"I look forward to it, but for now I gotta go." he tapped the earpiece again and landed on a rooftop. Supergirl did the same, followed shortly by Korra. "That's Shocker." He looked around the street for anything out of the ordinary. Sirens blared as the police closed in. They must have gotten the word that the other two robberies had already been stopped.

"So is it my turn again?" Supergirl asked, "I promise not to break stuff."

"No. Leave this one to me." Spider-man said, "Something strange is going down and I don't want you two in the middle of it." A line about being able to take care of herself was on Korra's lips, but Spider-man interrupted. "However, if I get ambushed and someone starts kicking my butt, feel free to join in. But for now, just watch and learn."

He pulled down his gloves and switched his right web shooter's cartridge with his heaviest web solution. It would only give him a few shots, but it would stand up to Shocker's vibrating gauntlets. Spider-man crawled down the wall, then hopped on a street lamp, intending to web Shocker's gauntlets before he even knew he was there.

"Spider-man! Thank god you're here!"

Spider sense flared up as the citizen yelled and pointed at him. He flipped off the street lamp as Shocker turned and blasted it.

"Ah nuts."

"Wall crawler!" Shocker said, "I guess you just couldn't resist!" Spider-man sprinted along the wall over head as the villain tried to take aim. "I hope you at least thought a' somethin' funny this time, cause it'll be the last thing you ever say."

"Didn't you say that last time I beat you up?" Spider-man said, shooting balls of webbing as he tried to keep Shocker moving and too busy to fire his gauntlets. "Or was it Vulture? I feel like it may have been Vulture. You B-listers are all starting to run together for me." He fired a shot from his thick webbing, but Shocker shot at it and the two collided in mid air, sending strands of web in every direction.

"Uh-oh, mister quilted quicker picker up-er." Spider-man flipped over top and landed behind him. "You made a mess." he webbed one of Shocker's feet and pulled it out from under him. When his arms flailed, Spider-man shot one of the gauntlets with the thick webbing, then jumped in the air. "Guess I'll have to clean it up by wiping the floor with you!" Shocker fired a blast upwards, but Spider-man webbed the bank, pulled himself out of the way, and shot the other gauntlet with the last of his thick webbing. "And the walls. And those cars are gonna need cleaned up too." he stood over top of him. Shocker tried to stand, but Spider-man kicked him back down and webbed up his ankles. "You know, you should run for mayor with the campaign slogan 'Cleaning up the-'"

"My suit is not made of paper towels!" Shocker yelled. "And if you compare my name to that sex thing with the fingers, I swear I'm going to-"

"What?! No! Shuddap!" Spider-man yelled as Korra and Supergirl landed next to him. "I just want to talk buddy." he grabbed the webbing around Shocker's ankles and jumped then crawled to the top of the bank.

"You can forget it webs, I ain't talking." Shocker said.

"Nonsense, you haven't sampled my 'enhanced interrogation' technique yet." Spider-man held out his arm and dangled the villain over the street.

"Quit bluffing, I know you ain't gonna drop me." Shocker said.

"Of course not, how would I get any information out of you if your jaw were to break." Spider-man said. "However, Geneva is still out on what I am going to do to you if you don't tell me who your working for. And plus the kids love a super villain yo-yo." He dropped Shocker, but shot a web down after him. When he came close to hitting the ground, Spider-man slowed him, then pulled up with all his might. Shocker cursed and yelled obscenities as he flew over top of the building, then fell back down towards the street.

"Um, how many times are you going to do this?" Supergirl asked as Shocker was raised once more and fell.

"I dunno, this is strangely more fun than I anticipated." Spider-man said. Content Shocker had suffered enough, he pulled him up and threw him on the roof. "Alright Shock. Whats going on? Why have three bank robberies all a half hour apart?"

"I ain't...telling you..." he panted, winded from all his screaming. "Wait... half hour apart?" his face turned to anger, "Why that double crossing, eight armed freak!"

"Doctor Octopus?"

"You know any other eight armed freaks?" Shocker asked.

"You'd be surprised." Spider-man said, "But where is he?"

"Believe me webs, if I knew I'd tell ya. But he found me. Said there were two others and to attack the TD Bank at exactly noon." said Shocker.

"And what would he be doing during all this?"

"Securing the getaway." Shocker said.

"Hmm. Whats he up to this time?" Spider-man thought aloud. "Well I guess we're done here Herman." He drug Shocker to the edge of the roof with his ankle, then tipped him over the edge and stepped on the web before he hit the ground. "Tony?" he tapped on the earpiece and let the web go, causing Shocker to fall the remaining eight feet to the ground. "Doc Ock is behind all this. Any sign of him?"

"So far everything is normal, except for those two robberies." Iron man said. "But there's something you should know about the prison break. When I called Reed to give him your warning, he told me that the explosion at the Raft had traces of radiation similar to what we found on Korra."

"Really? Have there been any other super powered ladies running around?" Spider-man asked.

"None that we've found so far." Iron Man said, "I believe it's far more likely that whatever brought those girls to New York must have brought a bomb to the Raft."

"Sooo..." Spider-man thought of an explanation for these occurrences. "So what does this mean?"

"I'm not sure, but it could be pretty bad news. We'll keep you posted if we find anything out."

"Alright." Spider-man tapped the earpiece again, then sat with his arms and legs folded.

"So we're going after this Doc Ock guy, right?" Supergirl asked. "He's the one that brought us here."

Spider-man glanced over his shoulder. "I forgot you had super hearing."

"What's going on?" Korra asked, "We know who brought us here? Why aren't we going after them?"

"Because Ock's always been smart, but he's never been portal to another dimension smart." Spider-man said. He looked down at the street below. "Those tend to require a massive amount of money and energy to make. Or magic. Or some type of...godlike powers. Point is, Ock's never been the kind of guy that could do that. Nor has he ever really shown the desire to do it. And then there's the part where he organized these bank robberies at thirty minute intervals. He's up to something, got some type of plan...I just don't know what it is."

The girls joined him in pondering the possibilities. "Well, why don't we just find him and beat the answers out of him?" Korra asked.

"Because he's probably got some sort of secret lair under a mountain...or in his mom's basement." Spider-man said, "But it's not going to be easy to find him."

Korra gritted her teeth. This man had taken her from her home and now the only way to get back was to find him.

"Testing you!" Spider-man said, "He was trying to test you! Octavius is a scientist, he always wants to test something to see if it works the way he wants it to." He stood and faced them. "And I'm thinking maybe he wanted to see exactly what you two could do before he, like...mind controls you, or steals you powers or something."

"But why us?" Supergirl asked, "I mean, your world has powerful heroes too."

Spider-man raised his index finger as he was about to talk, but then the realization hit him and his finger and shoulder's drooped. "Guess I sort of neglected that itty bitty, absolutely crucial detail... Maybe it's because you...no he could just get the Hulk for that...what about...no Storm can do that too...crap." He plopped back down to his sitting position and fumed while he tried to figure everything out. "I have no idea. I mean, other than the part where we're practically the same person but with different powers and in different worlds."

"What?" said Korra.

"We're nothing alike!" Supergirl said.

"Really? The two punch happy ladies can't see their similarities?" Spider-man said. "From everything you've told me about yourselves since we met, I can see plenty we have in common. We're all heroes, but not entirely the picture perfect ones. We do what we think is right, but sometimes it backfires and people tend to hate us for it. We're young and some people assume that means we're immature. Also we started out in people's shadows. Supergirl with her cousin, Korra with Aang, and when I first started out I tried to join the Fantastic Four. And I could go on. We're primarily alone. We've saved the world. We're-" he cut himself off before he could say 'angry'. Thankfully they hadn't seen that side of him yet, and hopefully they never would. He'd suppressed it ever since he split with the symbiote.

"Alright, we have a few things in common." Supergirl said. "So what?"

"Yin and Yang." Korra said, "Push and pull. It's balance. If there's too many of one type of person in a certain area, they tend to come into conflict...sort like Kara and I did."

"She's supposed to go as Supergirl right now and I think we're going to start calling you Avatar." Spider-man said, "But go on."

"That's pretty much it." Korra said, "Maybe we we're brought here, so close together, so that we would butt heads and cause a lot of chaos."

"I had that thought too." Spider-man said, "But you two stopped as soon as I made you realize you were destroying the city."

"Hmm..."

"Ah! I still say we go after that Ock guy and find out what he knows." Supergirl said.

"Oh we will." Spider-man said, "Ocks too dangerous to leave out there with his butt un-kicked, but you guys are going to have to promise me something. This is inter dimensional, which means whoevers behind it is probably powerful and dangerous. So we're going to have to train. Work incredibly hard, as a team, if we're going to fight this head on. Which brings us full circle. Class, what did we learn from Mr. Spidey's trouncing of the bad man?"

The girls exchanged looks. "Sneak up on them like a wuss?"

"Taunt them with stupid jokes?"

"Have a gadget on hang specifically designed to take out the badguy?"

Spider-man sighed. "No. I used the element of surprise, I kept them frustrated and off balance with my taunts, and I used their weakness to my advantage."

"Oh, is that why you tell those stupid jokes?" Korra said, "I thought you were being, well...stupid. By the way, what did Shocker mean when mentioned that finger thing?"

Spider-man's face turned red underneath his mask. "Um, it-it was, uh...nothing important really."


	10. Chapter 10

Chapter 10

With dark circles under his eyes, Peter stared down at his phone, trying to focus on the article on the Daily Bugle website. 'Spider-Man Poisoning the Minds of Young Super Ladies?' the title read. It was another one of J. Jonah Jameson's attempts to knock him down a peg, this time blaming him for teaching Korra and Supergirl to have little to no concern for the well being of the city while they tried to fight super villains.

"What's wrong?" Kara asked, pulling the orange juice out of the fridge.

"Ah...it's nothin.'" he said.

In the split second before Peter shut the screen off, Supergirl peeked over and read the title and two sentences in the opening paragraph.

"Are you alright?" Supergirl asked. She had been watching him from the couch as he nursed down his, now soggy, cereal. "I now people don't like Mondays, but you've had more and more trouble getting out of bed every day."

"M' fine." he mumbled. "Just need my breakfast of champions." he forced himself to take another bite before deciding he'd had enough and dumped the rest down the sink. "Gotta go, but it's only a half day, so I'll be back around one." In his exhaustion, it took two attempts to grab his backpack before he headed out of the room.

Supergirl kept an eye on him with her X-ray vision, concerned he wouldn't make it to the elevator. When he pressed the down button, his phone began to ring.

"Hello?" he said.

"Spider-man, are you busy?" she could hear Captain America's voice say.

"Ugh, can we not start the day with this?" Spider-man asked, "The only lecture I want to hear is from my History teacher."

"I'm sorry, but if you didn't want this to happen, then you shouldn't have rushed those girls out to fight super villains." Captain America said.

"I just wanted to see Scorpion get beat up by a girl half his size." Spider-man said, "But seriously, I knew the match ups they had. They could have won their fights easily."

"The issue isn't that they could have." Captain America said, "The is issue is the mayhem they caused. Did you at least try to explain to them about restraint?"

Peter huffed. "Extensively."

"Spider-man, you don't sound well. What's wrong?"

"You mean other than the fact that I've been put in charge of some of the angriest and most powerful teenagers I've ever seen? And that I now live in a state of constant fear that they're going to get angry and shut down again? Or maybe it's that I haven't gotten more than a few hours of sleep in the past week because I'm kept awake by the returning thoughts of all the things I could have done and shouldn't have done?" Spider-man said. "Because other than that, everything's just happy-slappy."

"I know I put a lot on your plate." Captain America said, "I realize now that it might have been too much to ask of a young man still in school. If you can't handle this alone, we can try to find another arrangement."

"That...might be the best option." Spider-man said. The elevator doors opened and he got inside and descended.

Kara hugged her knees to her chest. She had been steadily growing comfortable with her current situation, but now it looked like she was blowing it. Spider-man wasn't going to be able to take much more of this and still try to fight dangerous criminals. She looked up to Korra's room. Inside, she could hear the girl breathing heavily, but rhythmically. It was likely she was working out, since that was becoming her morning routine.

Supergirl floated over to the door and knocked. "Korra? Do you have a minute?"

"Yeah...come in...be done in a second." Korra said.

The door opened and Supergirl saw Korra handing upside down. Her shirt was lifted up, revealing her muscular abdomen. Free weights and a jump rope were scattered around the floor as was an odd six foot stick with some designs scribbled onto some notebook paper.

Korra pulled herself up, bringing her head to her knees, hanging onto a metal pole near the ceiling. Instead of waiting for her to finish, Supergirl flew up and inverted herself to be at the same angle as Korra, causing her to smile, their hair hanging underneath them.

"What's up? Or, down, I guess?"

"It's Peter." Kara said, "He's getting in a lot of trouble for the damage we caused yesterday."

"Why is he in trouble? His fight hardly broke anything." Korra said.

"Yeah, but apparently he's 'in charge' of us." Supergirl said with air quotes and resentment.

"Huh...if he's 'in charge', then why did he let us fight those guys at all?" Korra said.

"Well I think part of it was that he didn't think we would have broken as much stuff as we did, but I also think that he see's us as more then just angsty superheroes. Sooo, I want to do something nice for him."

"Sounds good, but can we continue this talk right side up?" Korra said, "Without the circulation of a spider, all the blood is going to my head." she pulled herself up to the pole, grabbed a hold, pulled her legs loose and landed on the floor. "So what did you have in mind?"

"I don't know." Supergirl said, "What do human boys like? I never really...got to know one all that well."

"I'm not sure if I'm the best one to be asking." Korra said, "I spent most of my life secluded in the arctic. I only really had two boyfriends...and...neither of them worked out all that great."

"It's still twice as many boyfriends as I've had."

"Really?"

Supergirl blushed and looked away. "Yeah...I was busy studying. Anyway, we're not talking about boyfriends."

"Oh. Yeah. Right." Korra said.

"So what do boys like, in general?"

"Uhhh, I know they eat a lot of food." Korra said.

"_I_ eat a lot of food." Supergirl said, "But still, that's something to go with. Do you know how to cook?"

"No...but I watched someone who did."

Peter came back to the apartment four hours later. The music playing and the odd aroma stopped him from announcing his return. Slowly, he looked around the corner to see both girls with their backs turned to him as they stood over the oven.

"Are you sure this is how she did it?" Supergirl said.

"Yeah. Now we just let it sit for a while." Korra said.

"I think the temperature might be a little high for this."

"Well if it is, then it'll just cook faster."

"Hm. If you say so. Hi Peter." she said as she turned to greet him with a smile.

Korra turned and smiled too. "Hey Pete, how's it going?"

"Uh...good." Spider-man said, "What, uh, what are you two doing?"

"We're making lunch." Korra said, "Kara would you skip this song?"

"Sure." Supergirl floated over to the radio.

"What's with musicians in this world and the word 'booty'?" Korra asked.

"I dunno...there...fun to touch." Spider-man mumbled more and more with each word, "Why are-"

"Uh-oh, we're out of skips." Supergirl said.

Korra sighed, "Guess we'll have to deal with it."

"How are you out of skips?" Spider-man said, "Would Tony buy us a whole suite, but skip on the music account? Also, why are you two making lunch? And with what are you making it, dare I ask?"

"Don't get mad," Supergirl said, "But I left the apartment for a second to get what Korra needed."

"Why would I get mad?" Peter asked. He raised an eyebrow and looked sideways at her, "You didn't punch anything did you?"

"No, but I thought we weren't supposed to leave unless you were escorting us."

"Well, I'd prefer it if you didn't go running around while I'm at school, I'm okay with you leaving so long as no Avengers see you." Spider-Man.

"That's part of the reason we wanted to make you this." Korra said, "To thank you for putting up with us. Especially when those 'heroes' would rather keep us locked up."

"Don't be too harsh on them." Spider-man said, "They just didn't have their powers until they were already adults. They don't know what it's like having the weight of the world dropped on your shoulders before you even know what you want to do with your life."

"That's burning." Supergirl said.

Korra turned back to the stove. "No it's not."

"Trust the one with the super senses. It's burning." Supergirl said. "You need to take it off."

"It hasn't been cooking long enough."

"Yeah, well maybe you shouldn't have had the temperature up so high."

"It's cooking faster!"

"That's not how it works!"

The girls argued for several more minutes, but eventually they all settled down to eat.

"So what is this?" Spider-man asked.

"Chicken, noodles, carrots-" Korra said.

"Okay, but what's it called?"

"Oh, uh, I don't know." Korra said. "I just remember it was my favorite thing Pema used to make for me and her family."

"And judging from the taste of it, you either have weird taste or you didn't make it right." Supergirl said.

"Oh, it's not that bad." Spider-man said.

"Then why haven't you taken more than one bite?" she asked.

"Um...because I'm not hungry right now."

"I don't think anyone is hungry for this." Supergirl said. "It tastes like she even burnt the water."

"I admit, I may have botched the cooking process a bit...and now that I think about it, Pam did have a special sauce she added...also her family were vegetarians, so she didn't use chicken." Korra said.

"Still, it's the thought that counts." Spider-man said, "And-"

"Yeah, and my thought is that Korra doesn't get to cook ever again." Supergirl said.

"Fine." Korra snatched her bowl, "If that's the way your going to be I'll just take it all for myself." she walked over to her bedroom door and pushed it open with her foot.

"That's okay with me. We'll leave the bathroom open for you." Supergirl smirked as Korra glared at her.

"Hey, what have you got there?" Spider-man pointed to the wooden rod and notes.

"I was trying to find a better way to get around the city with you guys by making an airbending kite." Korra said, "I was hoping I knew enough of the design, but...it's not going so well."

"You know, Iron Man might be able to help you finish this." Spider-man walked past her and examined the rod and notes. "Also he could install a thruster for added speed. And some vertical and horizontal stabilizers where your hands go. Oh! And some rockets on the-"

"I...just want to be able to fly around and keep up with you guys." Korra said.

There was a knock at the door. Supergirl immediately investigated with her X-ray vision.

"It's an older woman." she said, "Long gray hair, blue eyes, and a box of...cookies!"

Peter quickly made his way to the door with a confused look. "Aunt May? What are you doing here?"

"Well it's good to see you too." the woman said, "Is that all you have to say to me? Not even going to invite me in first?"

"Sorry. Come in." Spider-man said. He led the woman in to the apartment where she found the girls, confused and unsure what to do. "Aunt May, these are the two students, Korra and Kara. Ladies, this is my Aunt May."

"It's lovey to meet you two young ladies." Aunt May said, "I hope this isn't a bad time."

"Not at all." Korra said, "We were just having a little lunch."

"Oh, did you make it? How nice." Aunt May said.

"Now that we've met the social protocols, I'd like to return to my previous question." Peter said. "What are you doing here?"

"Well I haven't seen you at all since you told me about this program you volunteered for." Aunt May said, "I just wasn't sure if you were telling the truth or trying to avoid everyone like you did...well after Gwen died."

"I wasn't trying to-"

"And it looks like I was worried about the wrong thing." Aunt May said, "Peter it looks like you haven't slept in days. Have you been working too hard? I know how you can throw yourself into your work."

"I'm fine." Spider-man said, remembering the dark circles under his eyes. "I've slept plenty, I just, uh...got hit in the nose by a stray tennis ball yesterday."

"Peter," Her eyebrows came together and she gave him a stern look. "I may not be good at knowing when you're lying to me, but my eyesight isn't so bad that I can't tell the difference between a bruise and lack of sleep."

Peter sighed, "You're right. I've just been a little stressed. But don't worry, these girls have been helping me through it and I'll be okay."

Aunt May smiled and put her hands on his face. "I'm always going to worry about you. But it's nice to know you've found people to help you. Speaking of which, I made you some cookies."

"Oh, you didn't have to do that."

Supergirl rushed forward. "After that lunch fiasco, don't you dare turn away homemade cookies."

With a smile, Aunt May handed her the box. Supergirl tore into it and devoured a cookie. Korra reached out, but Supergirl recoiled and kept the box away.

"Are you two girls enjoying the city?" Aunt May asked, "I hope Peter's shown you a few sights."

"Weff sen a goo bi." Supergirl said, already on her third cookie. Korra again reached for the box, but Supergirl was too fast.

"Well that's not very nice." Aunt May said, "What if I had given her the box? Do unto others as you would have them do unto you."

Sheepishly, Supergirl offered the box to Korra who snagged two cookies immediately.

"Well I'm glad you two like them so much. If you want, I have a few more recipes for you to try."

"Yes please!" The girls said in unison.

"Such sweet young ladies." Aunt May said, "Peter, you don't let them wander outside at night alone do you? The city can be dangerous, even with all those heroes running around."

"Actually, the crime rate in the city is at it's lowest in nearly a decade." Peter said, "So there's not much to worry about." Aunt May looked at him, saying nothing. "I still escort them of course, I'm just trying to put you at ease."

"I'd be 'at ease' if I got to see more of you." Aunt May said.

"I'm sorry, but it's like I said, I'm really busy and it's hard to have time for everything."

"I know Peter, and I'm not upset." she reached out and held his arm, "I just like to check up on you and make sure you're okay." she smiled and pulled in for a hug. Korra and Supergirl watched them quietly. "But now that I've seen you're doing well, I suppose I'll get out of your hair. I'm going to want to see you in a week, and you had better be well rested or I'm getting a horse tranquilizer."

"Alright," Peter said with a smile, "I'll get some rest. Here, I'll walk you to your car."

"Oh, that's alright, I'll be just fine." Aunt May said, turning to leave, "Besides, it looks like you had better get some of those cookies before they're all gone. Goodbye dear." she stood on her toes and gave him a kiss on the cheek.

"Good bye Aunt May." He closed the door after her, then turned back to the apartment. Korra and Supergirl stood close together, their shoulder's hunched forward a little and their lips slightly pursed. They looked like they were fighting off the urge to hug him in half. "What?"

"She's so sweet." Korra said, "That's the Aunt who raised you right?"

"Yeah, she's basically like my mom." Spider-man said.

"And why don't you see her more often?" Supergirl said, "You're not that busy. And if I were you I'd spend every moment I could with her."

"It's not that I don't enjoy the time I spend with her, it's just..." Spider-man's shoulder's dropped, "She's come pretty close to danger because of my escapades as a superhero. I just try to keep away from her so she doesn't get hurt."

"I understand, but Peter." Supergirl flew forward to be right in front of him, "When someone like that...leaves...don't you wish you had spent more time with them? Like your uncle."

"I...yeah, but- are you okay?" Spider-man asked when he noticed the tears in Supergirl's eyes.

"Yeah." she sniffed and turned away, "Just something in my eye...both of 'em."

Korra spun her around and hugged her. "I miss my mom too. I can't even imagine what you must feel."

The two held each other for a few moments. Spider-man looked around the room, desperate for a joke. "Hey, if you two want your very own take-home Aunt May, the recent breakthroughs in cloning are pretty phenomenal." Both girls turned and looked him with slight grins. "Plus with the right Pym particles, you could shrink her down to fit in your pocket. Take her out whenever you want a hug or itty bitty cookies." The girls pulled him into the hug. "So is this all I have to do the next time either of you get's upset? Just give you a hug?"


	11. Chapter 11

Chapter 11

Coming home from school the next day, Peter was greeted by the sounds of yelling and police sirens coming from the apartment.

"Get 'em off us!" Kara said.

"I'm trying, but we only had twelve bullets!" said Korra.

His eyebrows furrowed together in confusion as he walked around behind them to see what they we yelling about. Both held controllers to the game console and the TV was split screen as they fled the police in an old pickup truck.

"Uh, guys...isn't this a fishing game?" Spider-man asked, "Why are you running from the police."

"Ask Korra. She's the one that started this."

"I just wanted to know how to use it!"

"Yeah, but in the bait shop?!"

"It wouldn't let me cast the line in the shop. How was I supposed to know I could light dynamite?"

"Why is there dynamite in a fishing game?" Peter asked.

"Isn't there an Earth expression, 'fishing with dynamite'?" Kara asked.

"Yeah, I got an achievement for it." Korra said with a smile.

"Anyway, we couldn't figure out the button to apologize, the police showed up, then...things just out out of hand." Kara said.

"Uh huh." Peter said, "Well have you gotten all your violence tendencies out of the way? Or should I go out on patrol by myself today?"

"No, this trip is pretty much shot." Korra said.

"Yeah, to be honest, I don't even know where the lake is anymore." said Kara.

"Good." Spider-man set his backpack down and took off his shirt, "Now let's get-" he looked down at his exposed muscular chest in confusion. "Oh yeah." he took off for the laundry room.

"That's not fair." Supergirl whispered, "Dorks aren't supposed to be hot."

The girls took off to put their suits on in their rooms as Spider-man came back into the living room and pulled his red and blue shirt over his head.

It was eleven at night and Spider-man crouched over the side of a building, watching both the street and alley below. Behind him, Supergirl paced back and forth while Korra sat on an air conditioning unit and quickly tapped her heel.

"This is getting ridiculous!" Supergirl blurted out.

"Shh."

"She's right." Korra said, "We've been here for over an hour, when we could out looking for this Octopus guy."

Spider-man glanced back at them, turned back to the street for a moment, then stood and faced them. "Look, I know this isn't the most exciting thing we could be doing, but we don't have any leads on where to look for Ock. And besides, Daredevil asked me to bust up this gun ring, so that's what we're going to do."

"He didn't ask us to do this, only you." Supergirl said, "Why don't you let us go out and search the city?"

"Because Ock's dangerous." Spider-man said, "He's crazy smart and if he wants you two, then he's probably found a way to trap you. And until you start to respect him as a threat instead of thinking you can beat up everyone on the planet, you get to stick with me."

Both girls crossed their arms and glared at him.

"What? Do you two need hugs?" Spider-man approached them with arms wide open.

"Pay attention." Supergirl said, "Your stupid bad guys are here."

"Are they now?" he returned to the edge as three men in mafia-esque suits came out of a moving truck and met five men in hooded clothes. Two of the men brought out a series of crates while the other man talked to the hooded group.

"What are we waiting for? Aren't these the guys you were expecting?" Korra asked.

"Yeah, shouldn't we make with the punching?" Supergirl said.

"Not yet." he pulled a small flat metal spider out of his belt. "First we put a tracer on the truck, like so." he flicked the spider and it landed on top of the vehicle. "Then we wait for the guys in suits to leave, beat up the hooded dudes, then follow the truck back to the hideout for even more bad guys to beat up."

"Oh." said Korra, "Pretty clever."

There was a handshake, then the men in suits turned and got back in their truck, while the hooded men inspected the weapons in the crates.

"Now can I hit them?" Supergirl asked as the truck drove away.

"To your little heart's content." Spider-man said.

She dove down to the alley. Before the first two men could even turn to see her, Supergirl slammed their heads together. The man in the middle tried to pull up an assault rifle, but she dashed over and pushed him back over the crate with one hand. When his legs flailed upwards, she grabbed his ankles and swung the man at the other two like he was a club.

"Huh...kinda makes my spider tracers irrelevant." Spider-man said, looking up at the truck which had stopped at a red light only a block away. "But what-eva." he jumped down and webbed the criminals up before they followed the truck to a warehouse on the river.

Spider-man pried a window open on the roof and they snuck inside.

"So this it the hideout? We just beat everyone up now, right?" Korra asked.

"Hold off on that for a moment whilst I inspect the area for traps." he crawled along the ceiling and looked in between every row of crates.

Supergirl huffed. "I could have just used my X ray vision to check everything." The girls sat on a support beam and watched the men below. Four were sitting at a table, playing some sort of card game. Two were inspecting some of the guns they would be selling, and another was coming back from the bathroom. Suddenly the gate opened and a long black car drove in.

"What's this?" Spider-man asked. "Are we lucky enough to meet the boss man tonight?" A man stepped out of the back of the car. He had a blue suit with black vertical strips, jet black hair, narrow eyes and a large forehead. "Hammerhead is back in the game already? Figured he'd would have lost all his street cred the way I webbed him up by his underwear."

"Any reason we shouldn't start hitting them?" Korra asked.

"Not that I can-" the girls dropped down before he could finish his sentence.

Supergirl landed next to the table, flipped it and kicked it to take out two men before they fully understood what was happening. The two men on either side of her pulled op their rifles, but she ripped them out of their hands and beat them with their own weapons. Using her airbending, Korra landed next to the two men inspecting the weapons and blasted them in either direction. The man standing by himself aimed a rifle at the Avatar, but Supergirl snatched it out of his hands, adding it to her collection, then flicked his face and sent him flat against the wall.

Hammerhead and his driver pulled out their handguns, but Spider-man webbed them away and descended from the ceiling on his web. "What's up MC Hammerhead? Record any new singles lately? Like 2 Idget 2 Quit?" The mobster took a swing, but Spidey easily dodged it, "Oh, sticking with the classic 'U Can't Touch This', I see."

Korra slammed her foot down and the two men she had knocked away flew into the air and crashed in front of her. Supergirl bent the three guns together into a ball. Both smirked at the retreating gang leader. "Guess we're done here." Korra punched and sent a streak of fire towards Supergirl's ball of guns.

With his spider-sense blaring, the webs linger flipped off his web and jumped into the air. To him it felt like slow motion as he shot out two webs. The right web he split with a finger and pulled the men he knew were in harms way. The other web hit the ground several feet behind Korra as the ammunition began to go off in the ball of fire. Spider-man pulled himself with nearly all his might to get to her in time as the bullets shot out in every direction. He impacted with the Avatar and knocked her out of the way, just as a spiraling bullet shot through the spot she had just been standing and grazed through Spider-man's lower back.

"GAH!"

Supergirl gasped and blew out the fire in her hand as Spider-man rolled off Korra, clutching at his bleeding back.

"Spidey!" Korra said, "Are you alright?"

"I would have been!" he yelled. "Are you insane? Why did you do that?"

"I...I didn't know it would-"

"So that's an excuse to just go setting things on fire?! Because you didn't know it would explode?!" Spider-man yelled. He was on his knees, but kept his forehead on the ground, fingers balled into tight fists.

"Here," Supergirl flew over to him, "Let me-"

"No! What are you doing!" Spider-man exclaimed. Behind her, tires squealed and the long car reversed out of the warehouse. "Will you please go after the chief bad guy so I don't get shot for nothing?"

"But you're bleeding!"

"I'll be fine. No thanks to you two." The web head pulled himself towards the wall.

Rather sheepishly, the girls took off and chased after Hammerhead. Reaching into his belt, Spider-man pulled out a pain reliever and swallowed it. Using the wall as support, he pulled himself up to his feet and felt his wound. It stung fiercely, but it wasn't that bad. It had just grazed him nearly an inch deep. He webbed up the wound and stayed leaning against the wall.

As the reliever began to work, his anger fell along with his pain. Soon he began to deeply regret lashing out at the girls. It may have been stupid for Korra to set the guns on fire, even if she didn't know the ammunition would go off, but he shouldn't have gotten so angry at her.

By the time they returned a few minutes later, he hoped to have a solid pseudo-apology in mind. Supergirl flew inside, dropping the two men who's wrists were encased in ice. Korra marched right over to him, her look of determination waned for a moment when she saw the pain he was in.

"Spider-man, I'm sorry that you got hurt, but I didn't know that would happen." she said.

"It's alright." Spider-man said, his people pleasing nature taking over for a moment, but he quickly regained control. "No, actually it's not alright. That was stupid and you could have been seriously hurt." Korra was about to say something. He didn't give her the chance. "But you didn't _mean_ to do it. From the way you describe your own world, there's no real way you could have expected there to be combustible ammunition in those weapons. Now here's the thing. And Supergirl, you need to hear this two." The Girl of Steel flew over to them. "I know you want to find Doc Ock. Believe me, I want him found too. But you can't be going into this reckless. I've lost too many people in violent ways to see anyone else go." He began to limp over to the door with one hand on the wall to help keep him up, "And for some reason, I care about you two psychos. Despite that our relationships are mostly based on you being angry at me and looking at me like I'm an idiot. So if we're going to keep doing this team thing, I need you two to promise me that you'll do your best to not be reckless. Okay?"

The girls exchanged looks. "We promise." Supergirl said.

"Ah. Pinkie promise to make it official." Spider-man held up his right hand with pinkie finger extended. Korra rolled her eyes and Supergirl shook her head, but they both extended their fingers and shook.


	12. Chapter 12

Chapter 12

"Alright, alright, we need to stop for a second." Spider-man landed on a small building and lay flat on his stomach and groaned. The painkiller could only do so much as the wound on his back moved with every web swing.

"Shouldn't you go to a hospital?" Supergirl asked.

"No, they'd want to know who I was and that'd give away my secret identity." he said.

"Sounds like a hassle to maintain." Korra said.

Supergirl turned and looked at the buildings behind them.

"Oh it is." Spider-man said, "Believe me, if I had Stark's money or Richard's family of supers, I'd tell everyone that I'm Spider-man and that I'm awesome."

"Yeah, you look awesome lying flat on your face." Korra said sarcastically.

"Guys, there's someone following us." Supergirl said.

"I don't suppose it's a magical floating couch?" Spider-man mumbled.

"It looks like a bulkier version of you...but wearing black and white."

"Oh sweet and sour chicken, please not now."

"What?" Korra raised an eyebroe.

"Think he knows I saw him." Supergirl said, "He's coming right for us."

"So black version of Spidey...that's Venom, right?" Korra said.

Spider-man grabbed a hold of her pants and pulled himself up. "Right you are." he grunted.

Venom crashed down to the roof and stood, saliva dripping from his gaping maw. In his deep, twisted voice that sounded like two entities at once, he said "Long time no see Parker."

The girl's eyes widened for a moment. "You didn't tell us he knows who you are." Korra whispered.

"You're right. All I told you was how to beat him." Spider-man limped his way over to Supergirl. "You know that talk we just had about not being reckless?"

Supergirl nodded, keeping her eyes on Venom.

"And the one we had before that about restraining yourself?"

"Yeah." Supergirl said, "Why?"

"Because I want you to forget all of it and shoot him. Shoot him with your laser face!"

"Uh, what exactly is your deal tonight?" she asked.

"Oh sure, an hour ago you were practically begging me to let you hit stuff." Spider-man said, "But now that I want you to cut loose, you won't even vaporize a single villain for me?"

"We didn't come here to fight you Parker." said Venom.

"Suuure you didn't." said Spider-man, "Why don't you just stand still and keep not fighting me while I have a chat with my other friend here." he leaned against Korra. "You like to do the fire, yes? Please disintegrate the man with the scary face."

"It's about a girl." Venom said, his voice normal. Spidey turned around to see Eddie Brock's face poking out of the black symbiote, revealing his short blond hair and blue eyes. "Doctor Ashley Kafka. She was our...my psychiatrist."

"Must have been working overtime." Spider-man said.

Brock gritted his teeth, "Look, we need your help to get her back!"

"Why isn't she at the Raft?"

"She doesn't work at the Raft." Brock said, "She was our psychiatrist at Ravencroft, before we were transferred. She was visiting us the day of the explosion and came with us to make sure we didn't...get into our old habits."

"Trying to eat me?"

"We never-!" Brock collected himself, "We were only joking when we said we were going to eat your brain."

"Why does he keep referring to himself as 'we'?" Supergirl whispered.

"Because he thinks the symbiote has it's own contributions to his thoughts and actions." Spider-man said. "Brock, why should I believe that you want my help? A. you hate me, and B. why can't you handle it yourself?"

"Because Ulysses Klaw has her and he's got Pyro working for him." Brock said, "So we couldn't kill them easily and without endangering Ashley. And they want you."

"What do they want with me?"

"We don't know. Now are you going to help us or not?!" Brock yelled.

Spider-man squinted under his mask. "You read 'the boy who cried wolf' as a kid, right? Little boy pretended to be in danger so many times that when he was actually in danger, no one believed him and they all abandoned him."

"This isn't a trap." Brock said, "Not by us."

"Spidey, you can't really be considering this, can you?" Korra said.

"Yeah, if anything you should let one of us go." Supergirl added.

"No, they just want Parker." Brock said, "Any sign of you two and they kill Ashley."

"Give me a moment to talk this over with my associates." Spider-man said. He walked to the edge of the roof with the girls behind him.

"Do you have any reason to trust him?" Supergirl asked.

"If this is some sort of lesson in morality or being a superhero, maybe just explain it to us." Korra said, "Because it sounds awful insane for you to follow an arch enemy of yours, while bleeding out of your back, into what is obviously a trap for you."

"I don't trust Brock as far as I can throw him, but...actually, that's a poor choice of words I threw him pretty far when we fought." Spider-man said, "But I do believe this doctor might be in trouble, so here's what we're going to do." He reached into his belt and handed them the radar to his spider tracers. "I'm going to try and get her. Once I do, I'll yell it. When Supergirl here's that, then you two rush in and save the day."

"I still don't like it." Korra said.

"Neither do I." Spider-man said, "But we're heroes and it's what we do. Now about these villains, they're not on the list of peeps I normally come across. Klaw somehow managed to turn himself into pure sound. Supergirl, that's going to make him a problem for you. So before running in, find something to stuff in your ears to block out as much sound as possible. Plus side is he can't really die from physical attacks, so feel free to punch him to the moon. Avatar, you get Pyro, he's got control over fire, so just see who has more control. If it turns out to be him, then just douse him with water. Got it?"

"This won't be a very good plan if you get yourself killed because you can hardly move." Supergirl said.

"Which is why I will be spending most of my time on the floor while you take care of all the work." Spider-man said. "Alright Brock, let's do this."

"Good." his voice became deep and twisted as the symbiote engulfed his head. "Now come on." he shot out a black streak from his wrist and swung away, Spider-man following after.

"So, uh, Brock. Little unprofessional for a psychiatrist to visit patients in another prison isn't it? Any chance you two are...maybe a little more?"

"She is." Venom said.

"Hun...interesting." Spider-man said, "You remember that time not to long ago when I was running around like a chicken with my head cut off because you were threatening the people I cared about? Now here we are...me helping you save the person you care about."

"Yes Parker." Venom said in what sounded like a mocking tone, "You're such a good little hero. So much better than nasty Venom. It's no wonder you didn't need my other half, you saved the whole world all by yourself."

They landed high on top of a roof. "I'm just saying, maybe now you understand what it's like to have someone threatening the people you care about." Spider-man said.

"We do." Venom snarled, "If Ashley makes it out of this unharmed...we swear we will not try to hurt the people you care about."

"I'd prefer it if you wouldn't try to hurt me at all, but I'll take what I can get."

"They have her there." Venom pointed to one of the top floors of a towering building.

"So how do you want to handle this?" Spider-man said, "I mean, I don't want to alarm you, but I am bleeding...and in intense pain."

"If I got my way, I'd just hand you over and walk out with Ashley." Venom said.

"Well it's good to know you got my back, but I don't think they're going to let that happen." Spider-man said, "I mean this team up is designed specifically to take you down. Dollars to doughnuts, they want the suit."

"They can try." Venom snarled, "We might as well go through the front door. Klaw can detect sound, so he'd see a sneak attack coming a mile away."

"Just as well," Spider-man said as they swung towards the building, "I'd probably give us away by bleeding on them."

Venom pushed open the window door and they stepped inside. Directly in front of them was a man in a light brown coat with a red handkerchief tied around his neck. His right hand was a metal device that almost resembled a T.V. satellite dish. Stemming from this sonic generator was a wavering white cage composed entirely of sound. Ashley Kafka lay half conscious in this cage.

From behind and to their left, Pyro appeared. He wore his traditional insulated red and yellow armor and a pack of kerosene on his back that fed into his gauntlets.

"Spider-man, so glad that you were able to join us." said Klaw, "For a moment I was afraid Mr. Brock would not be able to find you. To be honest, I would rather not kill this charming young woman."

"We brought the spider, now let her go!" Venom yelled.

"Of course, after you relinquish that symbiote of yours."

"That wasn't part of our deal!"

Klaw was about to retort, but Spider-man interrupted with his Darth Vader impersonation. "He is altering the deal. Pray he does not alter it any further." His voice returned to normal as he took a few steps closer, trying his best to hid how injured he was, "But I'd like to ask a few questions before my 'eminent demise' if you don't mind."

"Actually, I mind a great-"

"What are you doing in New York? Fed up with the Wakandans hogging all that Vibranium?" Klaw tried to speak, but Spider-man kept going, "And what do you want with Venom? A guy like you couldn't exactly wear the suit. I mean, you do know he's not a big fan of loud music, right? I know how much you must like to blare some Mozart when your parents are trying to lecture you." Again Klaw tried to speak, but again Spidey cut him off. "And Most importantly, what do you want with yours' truly?"

"Even I do not know why my benefactor wishes you dead," said Klaw, "But the more time I spend in your company, the less I care."

"I do tend to have that effect on people."

"Now...if you would be so kind as to die." Klaw pointed his arm at them as Pyros aimed both gauntlets.

"Forget this!" Spider-man yelled. He jumped and flipped over top of Pyro and ran down the hall he was guarding. "I was promised ice cream and cake! Where are you hiding it?!"

"Ugh, Allerdyce, will you go get that imbecile so that I may murder him?" Klaw said.

"My pleasure." Pyro turned and left the room.

"Now as for you mister Brock..."

At the end of the hallway, Spider-man rounded the corner and nearly collapsed from the pain shooting up and down his back. Fortunately his distraction was working, Pyro had left the room and now Venom just had to withstand Klaw long enough for him to crawl through the vents and double back and sneak attack.

Spidey hopped up to the vent, pried it open and slipped inside. "Now I know what a T.V. dinner feel like." He chuckled to himself. The vents were small and tight, but his limber body body made it's way through without much difficulty. Finally, he found the vent he had seen above the cage of sound. In the room below him, Klaw was firing blast after blast at Venom. With the agility of Spider-man, the symbiote would enable Brock to avoid getting hit for a while, but there was almost no chance of a retaliation strike.

"Psst." he tried to get Ashley Kafka's attention, but the doctor was too focused on the fight. Spider-man pulled out the sonic chip from his belt and slowly dropped it down to the cage with his webbing. He dropped it on Ashley's head, but she waived it aside like a gnat, so he dropped it again until she looked up and noticed him in the vent.

"I lost him!" Pyro yelled upon entering the room, "He's in the vents!"

Spider-man had wanted to tell the doctor to cover her ears, but he pressed the trigger and sent a high pitched squeal through the room, causing just enough sonic feedback to disrupt the sonic cage for a moment. He punched through the vent, then webbed the doctor and pulled her up. "Now would be a good time for the cavalry!"

In seconds, Supergirl burst through the glass and charged into Klaw. The impact was about all Spider-man could take and he fell through the vent he had just opened and landed right next to Ashley. Pyro flew overhead of them as Korra arrived with a blast of airbending.

"Doctor Kafka," Spider-man grunted, "are you alr-"

"Ashley!" Venom jumped over him and scooped the woman up, the symbiote retreating from his face. "Are you okay? Did they hurt you? We swear if they touched you, We'll-"

"I'm fine Eddie." Doctor Kafka reassured, "Don't let your anger consume you."

"We...I won't. Now let's get you out of here."

"Actually," Spider-man forced himself off the floor, "If you wouldn't mind teaming up for a bit, that would be swell." his eyes flashed wide under his mask as a sonic blast rocked the building and both girls flew backwards. It was all he could do to web them and pull them close to him before they could be sent out of the building.

"Mr. Brock, I trust you weren't about to leave?" Klaw said.

The black ooze covered his face again and Venom snarled at the villain while putting Doctor Kafka behind him.

"Spidey, that thing you said about hitting him to the moon?" Supergirl said, "How serious was that?"

"It wasn't a joke, he _cannot_ die from physical attacks. What about you Avatar? Can you take Pyro?"

"Absolutely." Korra said.

The girls stood while Spider-man stayed on the floor.

"Hmph, no one had to die today." Klaw said, "What a shame."

He fired a blast, but Super avoided it and charged while Korra closed in on Pyro. Venom shot a line at Klaw's eyes, then picked up the doctor and ran towards the windows. Spider-man wanted to stop him, but Venom was a tough opponent even when the web head wasn't nearly blinded by pain, and the sonic chip was on the other side of the room.

As Klaw easily removed the symbiote webbing, Supergirl landed a left hook that rocked the building and shattered every bit of glass in the room, and likely every other room for several floors. Klaw staggered back, but she closed in and delivered an uppercut that sent the man flying through the roof and a mile above the city.

Korra got to her feet before Pyro and dropped kicked a blast of air that crashed him into the far wall. Before he could recover, she ripped the water from the sprinklers and shot them at his kerosene pack and froze the tubes that fed the gauntlets. Pyro flailed for a moment, but the ice had also frozen him against the wall.

"You, uh...you didn't actually punch him to the moon, did you?" Spider-man asked.

"No." Supergirl answered, "Only to cloud level. I think he's going to land in central park."

"Then that's where I'll tell the Avengers to pick him up at." he shot webbing at Pyro for added measure. "Good job today team." he fell backwards to the floor. "We took down three super villians, possibly maybe sorta convinced a fourth one to be less of a jerk, and only suffered one gunshot wound in the process." he groaned, "Sorry I can't come to school today Mr. Feeny, I staid up late last night bleeding profusely."

"Speaking of which, we should probably get you home soon." Supergirl said.

"I agree. Please carry me, it hurts to move. It also hurts to not move." Spider-man said. "Be gentle." he whispered.


	13. Chapter 13

Chapter 13

The next morning, Peter awoke to the sounds of the girls arguing outside his room.

"Take it easy with those bear trap hands!" Korra said.

"Sorry I'm not a delicate little flower." Supergirl said in a mocking tone.

Spider-man groaned, and looked at his alarm clock that showed it was just past nine. He had hoped to be able to sleep in for a number of reasons, but the most pressing was that it had taken him over two hours to find a position comfortable enough to sleep with the gunshot wound in his back.

"You're making too many at once." Korra said.

"I am not." Supergirl said.

"I'm just saying, you're rushing it, and you're going to make the same mistake I made."

"A five year old could have made a better meal than you did. I'm sure this will be fine."

"See? That one had blood in it. Now they're all bad."

"Shut up. We've got enough to get started anyway. Just open the door."

"Oh, so now you want my help? I thought you were too good for it."

"I am, I just thought you might like to actually help out before you take any credit."

Korra opened the door to Spider-man's room and he slowly turned himself over. "Good morning Pete. Kara and I made you some breakfast." she said. Supergirl then came into the room holding a plate with a mountain of eggs on it.

"Wow, what's the occasion?" Spider-man asked.

"Korra wanting to apologize for almost getting you killed." Kara said as she set the plate down on the bed. The Avatar shot her a dark look.

"I just thought it would be nice to bring you some food since you can't get out of bed."

"Actually with your healing and my regeneration, I'll probably be able to move around later today. Hopefully I'll be fine by the end of the week." Spider-man said. He took a bite out of the bland and slightly undercooked eggs.

"Well," Kara huffed, "Korra's been acting like she's had something to say to you all morning, so I guess I'll just go watch some TV." she left the room, but they both knew she would be eavesdropping with her super hearing.

"So what's up?" Peter asked.

Korra held her arm and avoided his eyes. "It's...I...don't want to do this superhero thing anymore."

"What? Buh...You're your world's greatest hero, right?" Peter said, "You always sounded like you took pride in being the Avatar, no matter how much people gave you a hard time."

"But I almost got you killed!" Korra said. "I'm so tired of having so much responsibility and constantly failing. Tired of people getting hurt because of me! All my life I wanted to be the greatest Avatar...but I'm not... After everything I've done, I'm one of the worst, and now I'm in this world with so many people with so many abilities...it's just...too much. I just want to sit this out until they build a portal back home."

"Korra, I know what it's like to have so much responsibility...and to cause so much pain to the people you care about." Peter said, "I still feel like at least three Super villains in my gallery were created because of me. But just because..." He had a sudden epiphany. "I want to give you the same speech my Aunt gave me when I quit being a hero. It probably sounds better coming from a maternal figure, but here goes." he cleared his throat before continuing.

"I believe there's a hero in all of us...that keeps us honest, noble, and finally allows us to die with pride. Even though sometimes we have to be steady and give up the things we want the most. Even our dreams. Korra, you may not be the greatest Avatar, but I know you're a hero. You can give people the hope to hold on...just a second longer."

Korra's eyes had grown red and she gave a short cough to clear her throat. "Your Aunt really said that?"

"Yeah, I know right?" Peter said, "That's like award winning material and I'm pretty sure she came up with it off the top of her head."

There was a knock at the door. "Just a second." Supergirl's voice cracked as she called out.

Peter and Korra smiled. "So maybe take a bit longer to think this over?"

Korra nodded and left to see who was at the door.

"Is Spider-man here?" Captain America asked. "He's not answering his phone."

"Oops." Spider-man said, he had been so distracted last night that he hadn't charged his phone. "I'm in here Cap." Captain America entered the bedroom alongside a tall, well built blond woman with a strong jaw. "Carol? When did you get back?"

"Just this morning." Captain Marvel said.

Korra and Supergirl followed the Captains in.

"So Spider-man, we finished interrogating Ulysses Klaw." Captain America said, "He maintains that he doesn't know why his contract said to kill you, and he's flat out refusing to give us the name of whoever gave him the contract in the first place. But considering that the deal involved a chunk of vibranium, and the list of people that have any is incredibly small."

"Made even smaller when you figure in that they clearly hate you." Captain Marvel added.

"We can safely assume that Doom's the one behind this."

"Not that surprised, honestly." Spider-man said, "It's actually a little disappointing that it took him this long to try and get his revenge."

"Revenge for what?" Supergirl asked.

"Wait..." Captain Marvel said, "Are you telling me these girls have been living with you for over a week and you haven't told them about how you saved the world?"

"Huh...I guess with everything else that's been going on I forgot to brag." Spider-man said.

"You really saved the world?" Korra said, "I thought you were exaggerating."

"Nope, ol webs here saved the whole planet from being turned into Doctor Doom's plaything." Captain Marvel said.

"Doctor Doom?" Korra repeated with skepticism.

"Tell us how you did it Peter." Supergirl flew in the room a bit closer.

"Okay, sure." Spider-man said. Captain America gave a slight huff in response to them getting off topic, but let Peter relive his great feat. "So Doom gets a hold of the Power Cosmic, which would basically allow him to reshape the world as he see's fit. He can control time, open portals to other dimensions, make clones of himself, all kinds of nasty stuff. So we gather pretty much every super powered person we can get a hold of. We're talking Avengers, Fantastic Four, X-Men, Defenders, you name it, they head to Latveria.

"Unfortunately, it doesn't manage to do a whole lot of good. Doom stops the Fantastic Four from ever existing, teleports most of the Avengers to an entirely different planet, gets rid of everyone he considers remotely a threat until it's only me and thirty other low level heroes standing around. So I step up and call him a coward. He gives me some line about how it's fitting I'm called Spider-man because I'm an insect to him, but I keep at it and claim he couldn't beat little old me by himself without those big scary cosmic powers. And believe it or not, he falls for it. Puts down the powers of the universe to go fisty cuffs with me because he's too arrogant to let a challenge go idly by."

"Wow." Supergirl said, "So then did you knock him out with one punch?"

"Oh heck no. For about twenty minutes I was too busy running for my life to even consider throwing a punch," Spider-man said. "He still had his big scary suit that shoots big scary lasers. Doom made some sort of barrier around us so no one could interfere, but luckily for me this barrier included part of his castle wall. A few well placed hits, supplied by Doom and skillfully dodged by myself, and it came crashing down on top of the looser. And when that didn't stop him, then I punched him."

Captain America waited a moment for him to bask in in the glory of his victory once more before continuing. "So anyway, Doom was likely going to supply Klaw with a vibranium suit that he would then modify so that he could wear the symbiote and maintain his sonic form."

"Klaw and Venom. Lovely combo."

"Fortunately your team was able to stop them." Captain America said, "Which brings me to my next point. Carol hear has offered to take responsibility of Korra and Kara, to mentor and train them further. I figured you'd be eager to hear this news in light of your most recent set of injuries."

Korra and Supergirl looked down, both upset at themselves for being responsible for repeatedly causing Spider-man a great deal of pain.

"Oh, um...actually," Spider-man said, "I was thinking maybe I wouldn't mind...you know...staying with them for a while longer."

"Aw, Spidey likes us!" Supergirl said. She and Korra closed in for a hug.

"Oh good." Spider-man said, "This again. Definitely doesn't hurt at all. Please continue."

Captain America smiled and nodded at Captain Marvel. "Spider-man, it's good to see you around people again. Your team may be pretty good, but I still want to caution getting in over your heads,"

"You don't have to worry about that." Spider-man ended the hug, "We'll be in tomorrow for some intense training." Supergirl and Korra shot him concerned, yet stern looks. "Okay...maybe the day _after_ tomorrow."

"Sounds good." Captain America said. "Keep up the good work you three." The Captains turned and left the apartment.

The moment that they did, Supergirl snatched up Korra, lifting her off the ground by hugging her from behind. "Please don't stop being a superhero with us! I like having you around, and you're totally useful."

"Calm down." Korra said with a laugh, "If someone like Spidey can save this world, then there just might be room for me."

Supergirl set her down and backed off a bit. "Hey, Peter, what did Captain America mean when he said it was good to see you around people again?"

"Oh, uh..." Spider-man stalled briefly for an answer, "I went through a bit of an angsty, emo phase for a while a few months back. Did the whole 'world doesn't understand me' bit and avoided just about everyone for a month or two."

"And while we're asking questions, how does that Venom guy know who you are?" Korra asked, "Does it have something to do with why you look the same and have similar powers?"

"Sort of. The symbiote actually added to my angtsy...ness. It latched onto me when it felt a source of extreme aggressiveness, then sort of perpetuated those kind of emotions until I figured out what was going on and ripped it off. That's where all the suit's powers come from. Straight up copyright infringement on my web slinging ways."

Korra and Supergirl glanced at each other with suspicion. "'Extreme' aggressiveness? That thing was looking for a violent host, but latched onto your teenage angst?"

"Uh," before he could think to control himself, Spider-man's eyes betrayed him by looking to where he used to keep the photo of Gwen on his nightstand. "Well I guess it also sensed I had powers, so that helped."

"We're not as gullible as your aunt, Pete." Korra said, "We know you're lying to us."

"I'm not lying." Spider-man said, "It's just an uncomfortable period of my life to talk about. I was a bit of a jerk and did some embarrassing things."

"Hey, we were honest with you." Supergirl said, "With some pretty personal stuff. The least you could do is be honest with us."

"I have been." Spider-man said shortly. His agitation was coming more from his own hypocrisy than the girls' continued prying. "I've told you everything you need to know. My origin, my powers, what I do even when I'm not wearing the mask. You know everything you need to know. Now will you please leave me alone? I didn't get much sleep last night."

Supergirl crossed her arms, but Korra put a hand on her shoulder. "Maybe there's a better time to ask." She said.

The Girl of Steel looked like she wasn't going to relent, but then sighed. "Fine."

Korra followed Supergirl out, but poked her head in the door before she shut it. "Pete, you've helped us both out by convincing us to talk about what's eating at us. So...when your ready to talk, we'll be ready to listen."

**NOTE: If the speech Peter gives to Korra that he heard from Aunt May sounds familiar, it's because it's basically the exact speech Aunt May gives Peter in Sam Rami's Spider-man 2**


	14. Chapter 14

Chapter 14

It had been two weeks since the group's run in with Klaw and Venom, and since then, there had been no signs of super villain activity. This had allowed them more time for training, particularly Korra who seemed to be dedicating almost every moment of spare time she had to training and sparring with every Avenger that was willing.

Together, the team sat on the edge of a skyscraper and looked out over the city in the late afternoon, eating hotdogs as a late lunch/early dinner.

"This city is awful pretty when you stop to look at it." Korra said. "Really reminds me of Republic City in a lot of ways."

"Yeah, a lot of people call it the greatest city on Earth." Spider-man said, "Of course, I'm a little biased.

"Supergirl, do you- Supergirl?"

She sat hunched over with her eyes closed, but then jerked up suddenly. "Huh, wha?"

"Are you okay?" Spider-man asked, "You've been looking more and more tired all week. Maybe you should head home and take a nap."

"Can't sleep." she said, rubbing her eyes, "Not with super hearing. Every time I get close, I hear something that keeps me awake. And besides," she stood and faced away from them. "There's a city to keep safe. Construction crew is having some kind of crane trouble a few streets that way."

"Not to take advantage of you in your current state," Korra grinned as she approached the ledge and pulled out her airbending glider staff. It started as a two and a half foot pole, but with the push of a button, it extended to nearly six feet long. Sliding the button down caused the dorsal and tail wings to sprout out. "Wanna race?"

Supergirl smirked, "I'd need to be a lot more tired than this for you to beat me. Let's go."

Spider-man looked over the side of the building. In this direction, there were few other tall buildings for him to swing from. This time it would be him that was late to the party.

"On your mark...get set...go!"

Supergirl shot out like a bullet while Korra got a running start and jumped, then pulled herself up to be parallel to the staff and held on with hands and feet. Spider-man jumped and dove to the city below.

"I'd like to stick around and taunt you more," Supergirl said barely holding in a yawn, "But places to go, people to save."

The crane careened wildly, the operator doing his best to get it under control without hitting any of the surrounding buildings. Suddenly and jarringly it stopped, sending the metal wire to sway the payload around. Supergirl flew down, hands on the wire to stop it from moving. In the construction area, Korra bent the steel girder back to the way it had been before the crane had slammed into it.

"Whoo, nice!"

Korra turned to see the construction workers clapping and praising her efforts.

"Any pal a' spidey's is alright in my book."

"Saved us a lot of time and money, girl."

"Ay, boss why don't we hire her full time?"

Hesitantly, Korra smiled and waved to the workers when she began to feel a queasiness and pain in her stomach.

Spider-man landed on top of the crane and crawled down the front window. "Any signs of super villain tom foolery?" he asked the visibly shaken crane operator.

"N-no, just a technical is-sue. Th- thought we had it fixed." he said.

"Spidey, Kor- er, Avatar's in trouble!" Supergirl exclaimed.

Korra hunched over, one hand on the girder she had just bent, the other clutching at her stomach.

"Hey, what happened?"

"She get hit by somethin'?"

The workers began to crowd around her.

"Avatar are you alright?" Supergirl landed and grabbed Korra's shoulders to look at her face.

"I'm just not feeling very well." she said, her forehead beginning to break out in sweat.

"What's wrong?" Spider-man asked.

"Feel...sick to my stomach." Korra said, "Think I just need to lay down for a second."

"Think you could stand to let Supergirl carry you home?"

"I-" she winced in pain, "Yeah, I guess." she climbed onto Supergirl's back and the two took off with Spider-man behind them. Landing on the apartment balcony, Supergirl set the Avatar down on the couch, then turned to Spider-man man.

"Korra isn't the only one whose suddenly feeling sick." she said. "I heard a number of other people in the city in pain."

Spider-man pulled out his phone and looked for any city alert messages. Seeing none, he turned the TV on to a news channel. A blond woman sat reading the news with a picture of an old woman with scraggly gray hair and a worn blue beenie.

"-sible for the rapid spread of food poisoning through the city. Once again, we are urging everyone to not eat any freshly cooked meat, or that if you must, cook it thoroughly at a high temperature."

The tag line for the news cast read: 'NYC under Mutant Terrorist attack'.

"Whose that?" Supergirl asked.

"I'm not sure." Spider-man said, "I feel like I've seen the face, but I can't remember." he searched through his phone for any mutants that had escaped the Raft, but found none that looked like the picture on TV.

"We take you live as the NYPD close in on the mutant known as Plague." the newscaster said. The screen flipped over to a shot from a helicopter as it circled around a city block with police blockades in nearly every direction.

"Plague..." Spider-man said, "I thought she had her powers zapped when she had that run in with Ragnarok...wait, no that's Thor's thing. Who's the X-men's apocalypse guy. Oh, Apocalypse, der."

Korra groaned from the couch. "What did she do?"

"From the sound of it she must have used her powers to spread diseases to cause a mass food poisoning epidemic." Spider-man said, "Not sure why, but-"

Suddenly Korra's eyes widened and she rolled off the couch and sprinted to the bathroom. Horrible vomiting sounds ensued.

"Gross." Spider-man sat on the couch. "Think I'm starting to feel a little sickly too. It must have been those hotdogs we ate. Damn, if I get anywhere close to Plague, she'll make me puke my guts out before I can even get my mask off."

"Gross." said Supergirl.

Korra came out of the bathroom, weakly staggering along. She rolled over the back of the couch, her head landing on Spider-man's lap as she groaned. "How long is this going to last?"

"In a healthy person like you, it shouldn't last more than a day." Korra groaned while Spider-man looked to Supergirl. "Kara, how are you feeling? I bet your metabolism disintegrated that hotdog along with any bacteria you consumed."

"Yeah, 'm jus tired is all." she said. A yawn overtook her.

"I need you to go keep an eye on Plague." Spider-man said, "My immune system might be enough to hold the sickness back, but if I get anywhere near her I won't be of any use. Plus someone should stay here and take care of Korra."

He expected the Avatar to object, but when he looked down she was completely asleep.

"So you're letting me go save the city by myself?" Supergirl said.

"Well yeah, but I want you to stay on the sidelines if you can. The police look like they've got it under control, so just make sure she doesn't hurt anyone or get away." Spider-man said. "And then stop by Avengers Tower, I'm going to call Tony and have him get something for you."

"Okay, sure." Supergirl said. Despite her exhaustion, she was excited to be out in the city alone, even if it was only for a moment to watch the police take down an old woman.

And that's exactly what they did a half hour later. Supergirl floated above the building, unable to hide her disappointment. She had been secretly hoping that Plague would have had some minions or something to attack, then she would run in and save the day single handedly and show the Avengers and Spidey what she was capable of. Instead, she likely would have fallen asleep on this job is she was able to.

Composing her grumpiness, she flew to Avengers Tower and into the open hangar. Inside, The Thing was waiting for her.

"Ay, supes," he said "This is what Spidey wanted. Hey, you don't look too good kid."

"Thanks." she took the small package and immediately left. Her weariness was now even affecting her flying posture. Instead of staying almost completely strait and horizontal, she was hunched over and her legs were dangling.

In the apartment, the living room was empty. Curious, Supergirl flew to Korra's open door to see Spider-man carrying her in his arms. He set her shoulders down, then with his free hand, pulled the covers down and set the rest of her on the bed. Then gently, he pulled her boots off and pulled the blankets over top of her.

Supergirl smiled at him as he quietly left the room. "You're really sweet." she rubbed her left eye and yawned, handing him the box. "I got you your little...whatever it is."

"Did you not see what it was with your X-ray vision?" Spider-man asked.

"I...didn't think about it."

He opened the box, then pulled out two intricate earplugs designed to fill the entire ear. He handed them to Supergirl. "These were made by Daredevil. I'm not sure how it will do with your level of hearing, but I figured it couldn't hurt to try."

She put them in and immediately her entire body relaxed. "Sweet release." she said as she fell backwards onto the couch.

"Huh...wish I could fall asleep that quick." Spider-man said. He opened her bedroom door, flipped back her bed sheets, then returned to the living room to scoop up the Girl of Steel in his arms. Gently as he could, Spidey set her down on the bed, took off her boots, and pulled the covers up.

Supergirl's eyes opened slightly as Spider-man returned to the door. She rolled onto her side and pulled the Chibi Spider-man plushie close and snuggled with it as she got her first sleep since arriving in this world.

The next thing she knew there was a knock on her door. Supergirl sat up, but didn't open her eyes.

"Hello?" she called out.

"Yeah, hi." Peter said. She looked down at the chibi Spider-man in her arms, her brain suddenly remembering where she was. "It's noon. Are you going to come out today?"

"I, uh, yeah." She slid her legs off to the side of the bed and walked to the door, not realizing she was in her uniform, sans the red boots, and was still holding the plushie. Peter's eye's looked down at her with a bit of concern, but he soon grinned when he saw what Kara had held onto while sleeping.

"Are you alright?" he asked. "You don't need to catch up on five weeks of sleep do you?"

"No...jus...not a morning person." she mumbled. The smell of food began to overpower her senses and started waking her up.

"Well, I made pancakes and bacon." Peter said, "It's a little cold now, but I'll warm it back up." he turned back to the kitchen.

"Thanks..." Kara's face suddenly turned red when she noticed the plushie. She quickly threw it back to her bed, then sat on the couch next to Korra. The Avatar sat with her legs crossed underneath her, and looked down at her bowl of soup with disdain.

"Did you get enough sleep?" she asked.

"I think so." Kara said, "Are you alright?"

"She's just upset because she's not allowed to have any bacon." Peter said.

"It smells so good." Korra whispered, "I want it so bad."

"Well I was going to let you have some until you threw up when I was cooking it."

"I told you, I'm feeling better." Korra grumbled.

"Great, then you can finish up that soup."

She groaned, "But it's just chicken and water!"

"Exactly. Not much for an upset stomach to return to sender." Peter gave a plate of pancakes and bacon to Kara.

When his back was turned as he went back to the kitchen, Kara snuck Korra a strip of bacon.


	15. Chapter 15

Chapter 15

The group left a breakfast buffet late the following morning. Not knowing that Korra had been snuck bacon all morning, Peter had felt bad and decided to take the girls to a place with seemingly endless bacon.

"Just so you know Kara, I'm putting you on heart attack watch." Peter said, "Nothing should be able to eat that much eggs and bacon and not suffer from lethal levels of cholesterol."

Kara held in a burp. "I do feel like I might have over done it."

"Yeah, especially since you haven't been using your powers that much lately." Peter said, "Or at least not to intense levels like you did the first few days you guys got here. Your metabolisms not going to run as fast if you're not using your powers."

"Are you calling me fat?"

"What? N-no, I was j-just trying to say that you...it's kinda like-"

"Relax Pete, she's just giving you a hard time." Korra grinned.

"I can't help it that he's fun to tease." Kara said with a smile.

Suddenly dark clouds began to form high in the sky and gather around the center of the city. The wind began to pick up around them, even though they were near the edge along the river, far from the clouds.

"Well, I guess our little reprieve from Super villains is over." Spider-man said. As lightning began to light up the clouds. "Let us discretely find a place to get out of our civies."

"Uh, Peter." Supergirl said, "Whoever's causing all this, he wants to see you."

He raised an eyebrow, then looked back at the storm. "Well that's not good."

"SPIDER-MAAAAAN!" The deep voice yelled out again.

Swinging from his webs, he and the girls closed in on the voice. "Man, what I wouldn't give to go by the Amazing Bug-Boy right now." he said. They stopped on top of a building and looked down at a tall man in a black leather tunic over chain mail armor and a winged metal helmet. "Thor?"

Spider-man quickly descended the building and landed next to the mighty Avenger. "Hey Thor, what's up? Trouble in Paradise-gard?"

The towering man turned and glared. "Spider-man, I would have words with thee."

"Uh-oh."

"Why uh-oh?" Korra said, "He just wants to talk."

"No, that's the sound he makes before he kicks someones butt." Spider-man said, "The only words he wants exchanged are 'have at thee' and 'ow, please stop hitting me'."

"Cease your trickery Anansi, you have been found out!" said Thor.

"...what?"

"Release these maidens from whatever spell you have them under and return to your true form!" The Asgardian demanded. "The Orishas will punish you for your transgressions in this realm."

"What's he talking about?" Korra asked.

"Uh...his recent Dungeons and Dragons run? I have no idea." Spider-man said.

His Spider sense was slow to react to someone he trusted, allowing Thor to easily grab him by the throat and lift him off the ground. Korra and Supergirl rushed forward.

"Let him go!"

"Hold it!" Spider-man grabbed them both, "I don't know what's going on here, but there's no need to come to blows yet."

"You speak wisdom, for I will harm you, should you resist." Thor said.

"Uh, big man, you maybe want to elaborate on what's going on?" Spidey said, pulling on the thunder god's fingers to get more room to breath. "I can't really defend myself if I'm not sure what I'm being accused of."

"Your antics are pointless, I am more than accustomed to the ways of trickster gods." Thor said, "I am brother to one."

"Trickster god?" Spider-man repeated. He began to piece together what the Asgardian prince was saying "Anansi...ooooh."

"What? What is it?" Supergirl said.

"He seems to think I'm Anansi, the spider god of an African Religion." Spidey said, "Thor, do you really think that if I was a god I'd have had so much trouble with the Vulture the first time I fought him? Or let Jameson run a smear campaign against me for so long? Or not get a date to prom last year?"

"Aye, you've constructed a deception most thorough." said Thor. "But now thy ruse is brought to light!"

"Thor! Try and listen to me." Spider-man said, "Your making a mistake! Where did you even get this idea?"

"I..." he looked slightly confused.

"Oh no...are you being mind controlled?" Spider-man said. He grabbed Thor's helmet and pulled him close. "Who's in there?! Is it Loki? You know he's going to be pissed when he breaks this spell, so why don't you-"

"NAY!" Thor shouted. He pulled Spider-man away and squeezed his throat. "You shall not deceive me like you have so many others!"

Supergirl and Korra exchanged looks and nodded. With a stomp from Korra, the street split open and struck Thor's wrist. With his grip on Spider-man weakened, Supergirl punched the Asgardian in the face with such force it nearly blew out the eardrums of her teammates. The impact sent Thor flying down the street and crashing into a building a quarter mile away.

"Crap on a cracker, are we really about to fight Midgard's greatest guardian?" Spider-man said.

"Midgard?" Korra and Supergirl repeated in confusion.

"Never mind." Spider-man said, "I'm going to call the Avengers and hope I can get a hold of someone who can talk some sense into him. In the meantime, we'll have to- oh what the? Sunufa...he locked me out!"

"What? How?"

"There are four A-list Avengers that have the ability to lock out another member's means of accessing files. And obviously, Thor's one of them." Spider-man said.

"Alright, so what's the-" Mjolnir, stuck Supergirl in the chest before anyone could react. The hammer slammed her into a building at the opposite end of the street and flew back towards Thor's.

"Get the hammer!" Spider-man yelled. He shot out three webs, two using the buildings on either side of the street as an anchor, and one he held onto himself and pulled with all his strength. Korra tried to assist by grabbing the hammer with metal bending, but their combined might was not able to hold the weapon and it ripped the webbing and nearly lifted Spidey off his feet.

"What's that hammer made out of?" Korra asked as it flew back into Thor's outstretched hand. "I can hardly effect it with my bending."

"It's Uru." Spider-man said as Supergirl flew up to be beside them. "Some kind of magical metal that can only be forged in the flames of a dying star."

"Magic." Supergirl said the word like a curse.

"Okay, let's go with a speed blitz." Spider-man said, "There's always a chance we could knock him out of whatever's controlling him. Or at the very lease the battle might get the attention of the Avengers. Supergirl, you're the lead against the big guys."

"Right."

They all charged, Supergirl naturally taking the lead with her incredible speed. When she was only a few feet away and Thor raised his hammer to strike, Supergirl blasted him with her heat vision, then rolled out of the way as chunks of concrete pelted him before he could recover. Lastly Spider-man web swung in and kicked him in the chest with both legs, lifting Thor off the ground and sending him into a parked truck thirty feet away.

Immediately Thor recovered and Spider-man barely had time to doge Mjolnir as it nearly took off his head. Korra slammed another piece of concrete into the truck and Supergirl crashed into it feet first from above, sending debris in every direction.

The two shoved each other away, then charged and exchanged blows. Thor blocked most of Supergirl's furious assault, but then she landed a punch straight to his abdomen that staggered him. She threw another punch at his face, but the Asgardian caught it with one hand, then brought Mjolnir down on her head. Supergirl crashed down into the newly formed crater.

Before Thor could strike again, he was consumed in flames then kicked in the knees from behind by the wall crawler, who then grabbed Thor on either side of the head, and threw him down the street.

"Supergirl, are you alright?" Spider-man grabbed her by the shoulders and set her on her feet.

She shook her head to clear her vision. "That hammer...hits harder than I thought it would. Why don't you use that little cape wrap up trick you pulled on me?"

"Because he's the one I practiced it on." Spider-man said.

"I have felled giants with a single blow." Thor landed a few feet away, spinning his hammer around. "You have my respect for standing up after such a strike. But now you will fall!"

Supergirl met his charge, Spider-man flipped over top to attack from behind, and Korra bent apart the street underneath and locked his legs down. The web head landed a series of punches to Thor's lower back, but he remained unphased and focused on Supergirl. As she punched up, he swung the hammer down and when both met, the street seemed to explode, shattering all glass for a mile around.

Supergirl screamed in agony at her broken hand, but before Thor could deliver another strike, Spider-man webbed his eyes and put him in a choke hold. Enraged, Thor grabbed Spider-man by the back of the neck and threw him into Supergirl and they bounced off the street a hundred feet away. Korra extended her staff and sent a huge blast of air at him, powerful enough to lift cars off the ground for a moment, then she landed next to her team.

"Come on Rava." Korra muttered, "I haven't felt you sine I came to this world, but I _need_ the Avatar state." she closed her eyes and brought her fists together at her chest.

"Do you jest?" Thor said. He raised his hammer and a bolt of lightning struck it. "You strike with air, when I strike with THUNDER!" he aimed his hammer and the bolt of Asgardian lightning streaked towards them.

Despite her desperation, Korra could not seem to activate the Avatar state. Her eyes flashed opened and she stuck two fingers out. The lightning struck and she quickly circled her arms, brought her hands together at her stomach to exchange the energy, then redirected the lightning back at Thor. Caught completely off guard, he was once again launched into the building at the end of the street. With her muscles feeling like she had been flexing them for the past hour, Korra fell to her knees.

"You can bend lightning?!" Spider-man asked exasperated.

"Not...very well." Korra replied weakly.

"I think we need a new plan." Supergirl grunted.

The air started swirling around as Thor took to the skies above them, swinging his hammer overhead like a rotor. Spider-man looked around at the devastation. People had been running and screaming throughout most of the fight, but now with broken glass and shrapnel flying around, the injuries were going to increase exponentially.

"It's that hammer." he said. "We need to get it away from him."

"We tried that." Korra grunted, "He can just pull it back."

"I know but...can either of you cry on command?" Spider-man asked.

"Uh, I'm a teenage girl." Supergirl said. Her only reply was two confused looks. "...that means yes."

"Wait, is that something we can do naturally? Or do we have to work at it?" Korra asked.

"Please focus on the storm conjuring badass overhead." Spider-man said. "Look, when I go down, just cry and beg for him to spare my life."

"Wait, 'go down'? He just broke Supergirl's hand. Are you sure you can take a hit like that?" Korra asked.

"I'm...reasonably sure I can deflect enough trauma to survive." he said, "You ready?"

"I...if you say so." Supergirl said.

Spider-man shot out a web which Supergirl caught. He jumped into the air as she spun the web around over head and threw him. Spidey launched towards Thor at breakneck speeds.

"Get ready for the mighty Spid-olnir-man!" he yelled. The impact with Thor's chest was enough to stagger him, but the Asgardian quickly recovered and brought his hammer down on Spider-man's chest. The blow sent him straight down to the street and formed a small crater on impact.

"Spidey!" the girls yelled. They rushed to his side as Thor descended.

"Stand aside young ladies." Thor said. Supergirl was already working on her fake tears.

"Please no more!" she cried, "Why are you doing this?! Please let him live!"

"Stand aside or I...I..." Thor's face seemed pained as he tried to force himself to strike once more. "I will-!" he raised Mjolnir overhead, but it fell from his grasp and landed on the street.

Supergirl smirked. "Sucker." She uppercut him and sent him flying above the skyline.

"Spidey are you okay?" Korra asked.

"Yeah." he groaned, "Think I nailed my role there. Get it? Nailed? Because he hit me with a hammer? But seriously, it hurts to breath."

"Well now that we have his hammer, we can-" Supergirl bent down to pick it up, but the weapon did not move. "We can..." she put both hands on it and pulled up until her feet started to crush the already fractured concrete underneath.

"You can't pick it up." Spider-man said, "It's not a matter of strength, it's a matter of worth. There's an enchantment on it that prevents anyone unworthy from wielding it."

"Oh, and so by getting him to try and attack someone begging for their friend's life, we made him unworthy." Supergirl said.

"Exactamundo." He said.

Korra crouched down to examine Mjolnir for herself. "So how much does this weigh?"

"Less than fifty pounds I believe."

"Cool. I have an idea." she stomped the ground and broke the piece of concrete under the hammer away from the street.

Thor crashed down a few feet in front of them. His face was full of anger as he glowered at them. "Return Mjolnir to me."

"Sure thing." Korra said. She pulled the ground out from under neath him and Supergirl slammed the piece of concrete that Mjolnir was resting on, onto his chest. Unable to move the hammer in his current state, Thor was pinned to the ground by his weapon.

"Ha! We win!" Supergirl exclaimed.

Spider-man sat up, his chest in incredible pain. "Good job team. We just took down one of the world's strongest heroes. On a bit of a technicality, but still."

Thor's entire body began to convulse, then immediately went limp. His eyes opened like he was waking up in the morning. With almost no effort he picked up Mjolnir. Supergirl and Korra gasped and prepared to attack as the he sat up, wincing in pain.

"What madness...?" he looked around at his chaotic surroundings.  
>"Guys, hold on." Spider-man said, "I think he might be okay."<p>

"Spider-man, what is happening here?" Thor said, "Why am I...Odin's beard. Did we do battle?"

"Uh, yeah." Korra said.

"And we kicked your butt." Supergirl added.

"Are you well? I remember very little of the last few hours it seems." Thor said.

"Well you broke Supergirl's hand." Spider-man said, still catching his breath.

Thor's eyes widened in fear. "Fair lady, I apologize." he stood, "Whatever trickery I was under, is no excuse to strike a lady."

"Well, it's okay." Supergirl said, "I sorta hit you first."

Korra put her hand's under one of Spider-man's arms, but he held up a hand. "Actually, I think I'm gonna...stay sitting for a bit."

Supergirl examined him with her X-ray vision, then let out a gasp. "Spidey, your ribs are broken! And pretty bad. We need to get you to a doctor."

"Aye, and I shall summon the best that I know." Thor brought out his Avengers card from his belt. "Stark, I have need of thy aid. Summon the Avengers, for I have just returned from a state of mind not my own. And whilst under the control of another, I struck Spider-man a blow most foul."

"Why does he talk like that?" Korra asked.

"He's uh...not from around here." Spider-man said.


	16. Chapter 16

Chapter 16

The Quinjet arrived after the fight with Thor and took the heroes to the Avengers tower where the team received medical treatment. Spider-man lay flat on a bed awaiting his X-rays while the Invisible Woman and Mr. Fantastic examined Korra and Supergirl.

"Breath in." Invisible Woman said. She held a stethoscope to Korra's back. "Breath out."

To the right of them, Kara sat with a bandage on her right hand and looked into a flashlight while Mr. Fantastic checked her for any signs of a concussion.

"So whose Rava?" Spider-man asked. "And while we're at it, what's the Avatar State?"

"Rava is the ancient Spirit of peace." Korra said, "She dwells within each Avatar and gives them the power to control all four elements. The Avatar State is like when I'm in full harmony with Rava and she's guiding my actions. But...I haven't felt her since I got here. I've tried meditating on it, but it's like I'm too distracted to focus or something because I can't contact the Spirit World or anything."

"Korra..." said Mr. Fantastic, "Tell me a bit more about this spirit energy. Can it be converted to other forms? Such as a weapon or perhaps a fuel?"

"I..guess. Why?" Korra said.

Mr. Fantastic exchanged looks with the Invisible Woman. "I've been studying the radiation we found on you when you came through that portal, and I've found a few things that were...stranger than expected." he said, "If you recall, I said that the radiation was almost inert by the time you came through the portal and ended up in Stark's lab. Well that may not be entirely true. I'd need to test this theory on Kara, but I believe part of the radiation may resemble your body's energy to remain hidden."

"Is she going to be alright?" Spider-man asked, grimacing as he sat up.

"Peter, stay still." Invisible Woman said.

"There is a...small possibility it may be harmful." Mr. Fantastic said. "With Korra's lack of...Avatar State and Kara's inability to absorb as much solar energy as she claims she is capable of, it's reasonable to that this radiation leeched the energy needed to open the portals from their bodies. And it may be whats continuing to suppress the upper levels of their abilities."

"What do we need to do to test this stuff?" Supergirl asked.

"I'll need to examine you on a number of levels." Mr. Fantastic said, "Radiation readings, check you on a cellular level if that's where your power comes from."

The Girl of Steel sighed. "Do it."

"Very well then." he said, "Sue and I will prep the lab. Hank should be back any second with your X-rays Peter." The brains of the Fantastic Four quickly left the room.

"Thanks for this." Korra said. "I know you're not a fan of laboratories."

Supergirl grinned. "I'm not going to risk you getting hurt because I have issues with earth scientists."

The sound of a door opening awoke Spider-man the next day. He might have panicked at not knowing his surroundings when he first opened his eyes, but his mind was quickly calmed when he realized he was in the same white room with three beds that he had been last night.

"Hey Peter." Supergirl said. "How are you feeling?"

"Groggy...and confused." he answered.

"Yeah..." Korra said, "There was a problem with getting enough anesthesia in you that could actually knock you out long enough. Why don't you tell us everything that you remember and we'll fill in what you missed."

"Let's see." Spider-man looked down at his chest, covered in bandages. Underneath them were over twenty stitches. "Collapsed lung. They had to operate on me to set my ribs straight so that they didn't heal screwy. Reed tested Supergirl and came to the conclusion that whatever sent you two here basically used you as fuel and is now inhibiting some of your powers, and now he's working on a way to get rid of the lingering radiation. Then...something about Thor actually wanting to hit me? And that's about it."

"Well, Thor didn't exactly '_want__'_ to hit you," Supergirl said, "It's just that he was somehow convinced you were that Spider god, before whatever affected his mind preyed off his willingness to throw down with you if necessary to take you in. And also..." she scanned the hallway with her X-ray vision, "That Tony Stark guy isn't exactly very happy with us."

"What? Why?" Spider-man asked.

"Because he thinks we're loose cannons that can take down the god of thunder." Korra said.

"Yeah, but Thor attacked us. Is that little detail eluding Mr. Puts-his-name-on-everything-he-makes?"

"Well, that's what Captain America was saying...I overheard them with my super hearing." Supergirl said, "But anyway, he's still pretty upset about it."

"You're damn right I am." Iron man's voice came from everywhere in the room at once. The TV flicked on and an image of him in his lab appeared. "Disobeying everything we've asked you to do, fighting Thor in downtown New York, and eavesdropping on me in my own building? I'd say I have every right to be mad."

"Come on Tony, she can hear everything in the city." Spider-man said, "It's hard to not eavesdrop on someone."

"Spidey, I appreciate you trying to keep this light, but this is a very serious matter." Iron man said.

"Since when do you deal in serious matters?"

"Since two teenage girls started tearing New York City apart every time they have a temper tantrum." said Stark.

"Sorry we were upset about being throw into a new world without our friends and families." Korra said, "It was bit of a jarring experience."

"And I'd buy that excuse if you hadn't caused massive damage every time you took down a super villain."

"Hey, we stopped them didn't we?" Supergirl said, "And besides we're getting better at the not breaking stuff part."

"Except for yesterday when you started a fight with Thor." Iron Man said, "The god of thunder. In downtown. God...of thunder."

"We didn't start that fight," Korra said, "he-"

"Supergirl threw the first punch!" Iron Man exclaimed, "Spider-man was about to talk him down when you two started a brawl that broke half the windows in the city."

"Hey, hey," Peter said, "Let's calm it down a bit some huh? Goosfraba?"

Tony glared forward in silence for a moment. "Spider-man we need to have a talk in my lab. Now."

The wall crawler spun his legs over the side of his bed. "Alright, I'll be there in a sec."

"No." Supergirl flew over and held him down. "Your supposed to take at least a day off."

"I'll send Cap down to wheel you up." Iron Man said, the camera feed cutting out.

Korra and Supergirl followed a few feet behind Captain America as he wheeled Spider-man up to Tony Stark's lab. As soon as the wheelchair had crossed the doorway, Iron Man pressed a button and the doors came down right in front of Korra's face. Tony continued to press a few buttons on his command panel while Peter stood and marched over to him.

"Alright, what's your deal?"

"My deal?" Iron man repeated incredulously. "Do you not remember what we said to you the first day you met those girls? The Avengers, most superheroes in general, aren't doing so well with public opinion. And what have you been doing the past few weeks? Training more irrational super powered lunatics who think they're above the law while they play hero."

"Tony, calm down!" Captain America said, "Your beginning to make me think Thor's not the only one under some kind of mind control."

Iron Man huffed, "The room's been sound proofed so we can actually have a private conversation." Spider-man wondered if it had been sound proofed enough. Supergirl could hear heartbeats across the city. "I'm pulling all of my support for them. They've been nothing but trouble since they got here and I'd much rather take them into custody, but-"

"Tony that's too far!" Captain America said.

"But I'm clearly in the minority on that, so this is all I can do." Iron man continued, "Peter, I don't want you to have anything to do with them. You can keep that apartment to yourself, or get two new young ladies to share with, I don't care."

"And what will they do?" Spider-man asked, "Are you going to report them to S.H.E.I.L.D.?"

"Well we can't exactly let them run around the city."

"But Tony, I've worked so hard to gain their trust, I can't just let some government agency come and take them!"

"That's not my problem, and it doesn't have to be yours either." Iron man said.

"Yes it does!" Peter exclaimed "Look, they're my friends and they've just had a rough couple of weeks. If you'd give them a second chance, we-"

"Second chance? I've given them half a dozen." Stark said, "Now you either stop supporting them or you're going down with them."

"Tony! Enough of this!" Captain America exclaimed.

"I'm not going to abandon them." Spider-man stared down Stark.

Iron man stared back, "Then you have till the end of the day to get your belongings out of my apartment. I've already canceled the credit card."

"Fine." he said through gritted teeth, "Now open the door. I don't enjoy your company as much as you do."

Captain America shot Stark a dark look, then chased Spider-man down. "Spider-man, wait. I'll try to talk some sense into him. I don't know what's gotten into him, but this isn't Tony Stark." He pulled five twenty dollar bills out of his wallet.

"Cap, I..."

"Hey, I don't need it as much as you're going to. I've seen how much Supergirl eats." he smiled and handed him the money. "While all this is going on, please promise me you won't take those girls out with you. Tony may be going about it the wrong way, but he's right. Super heroes are in a bit of trouble these days, and I know neither of us wants to see those girls seen in the wrong light because of it."

"I'll try, but..." The thick metal door opened and a sullen Supergirl and Korra waited on the other side. They already knew.

Captain America gave Peter a light pat on the back as he left the lab. The girls walked along side Peter as he made his way towards the elevator.

"Shouldn't you...be in the wheelchair?" Supergirl asked.

"I could use a walk to get my thoughts together." Spider-man said.

"What do we do now?" Korra asked.

"It's not so bad." he said, trying to lighten the mood. "The First National Bank of Spidey has had a small, but steady income from the photography work while Stark was paying most of the bills. We'll probably have to stay a day or two with my Aunt May. I'm sure she'll enjoy the company, but there's not enough beds...or food, even if she did tend to make more than enough for the two of us."

"Then where are we going to live?" Supergirl asked.

"There's more than a few apartments around the city. Some more...luxurious than others. We'll...probably be going for the lower end. I'll see if I can't get my part time job back at the Bugle. That'll give us...some money." he was doing his best to remain calm, but the more he did the math, the more his heart rate quickened and skin began to sweat. A one bedroom apartment and enough food for one mouth was going to be a stretch with his income, but how was he going to feed the girls? Especially since one of them had to eat enough calories to fuel a small power plant.

"We can get jobs too." Korra said, "Right Kara?"

"Yeah, definitely." Supergirl said, "We can help."

"No, that won't be necessary." Spider-man said, "With any luck Tony will clear his head about all this in a few days."

Luck? Did he just bring up luck? If he had any luck he wouldn't have been born short, skinny, and dorky. If luck even knew his name, that spider would have died from the radiation and never bitten even him.

"One more thing." Supergirl said. She grabbed his shoulder and spun him around. Before he could even ask, the girls had their arms around him, squeezing tight. "Thanks for standing up for us."

"Again." Korra added.


	17. Chapter 17

Chapter 17

The monotonous sound of the subway droned on while the group of young heroes, in their civilian attire, searched different parts of the latest Daily Bugle newspaper for jobs.

"This is so dumb." Korra groaned.

"Hey, it was your idea." Peter said.

"I know, but Kara got a job in, like, a day, but I can't find anything." Korra said.

"There will always be waitress positions open for pretty girls." Peter said, "I know you don't want to, but it's an option."

"I don't think looking pretty is going to get me anywhere." Korra hunched her shoulders and stared harder into the paper.

"Why not? It worked for me?" Supergirl said, "They didn't do background checks or anything."

"No, I'm saying...it's just not as easy for me."

"What? To be pretty? Korra, you're beautiful, don't doubt yourself." Kara bumped their shoulders playfully.

"I appreciate that, but I just don't have the physique of an...ordinary girl." Korra said, "I've been training all my life to be a fighter. No one's going to hire me for my looks, because men wont be sticking around to take extra looks at me."

"That's nonsense." Peter said, "Just because you don't fit the standard body type, doesn't make you less attractive. Here take a look at this." he handed her the paper he had been searching through. "Personal trainer. You have exactly the body type they're looking for. Plus you like to work out, so it all adds up."

The train rolled to a stop, letting passengers on and off.

"What exactly would I be doing?" Korra asked, "Just telling people to lift weights?"

Kara watched a young girl as she pulled a jacket hood up and sat down at the other end of the train car. Her breathing was a little heavy, but her heart rate was still higher than it should have been.

"Well it would be a little more involved than that." Peter said, "Telling them what to do, when to do it. Being friendly and encouraging. That kind of stuff."

"Hm, think I could do that." Korra said.

"Peter, don't stare too long, but look at that girl in the red jacket." Kara said. While he looked in the girl's direction, Supergirl examined the people outside.

"Did you see that?" a man said.

"Her eyes lit up and my bottle just exploded!" said another.

Supergirl turned back around as the train started moving again. "Something strange is happening. She made a bottle explode from the sounds of it."

"Hm." Spider-man said as Korra took a turn to examine the girl. "Maybe we should follow her to find out what we can."

The group said very little as they tried to look as natural as possible while staying vigilant. Three stops later, the girl got out and they followed at a distance. She moved quickly through the sea of people, making it hard to follow her without looking to give chase. Strangely she did not check over her shoulder to see if anyone even was following her.

On the street above, the girl pulled her jacket closer and hunched over as she walked. They walked a city block when Supergirl suddenly perked up.

"I think I hear a jet," she said, "But a lot lower than it should be."

Peter and Korra looked up, but could see nothing. He handed Kara his backpack that held his web shooters, Korra's boots and glider staff, and Supergirl's cape.

"Go ahead and take a look just to be sure."

"I don't have to." Supergirl said with wide eyes, "It's coming right at us!"

A giant android that looked to be wearing blue armor on it's chest, forearms and shins descended into the city.

"Crap baskets." Peter said.

"What is that?" Korra asked.

"It's a Sentinel." Peter said. Supergirl grabbed the backpack and she and Korra headed for an alley. "Wait! They're not authorized to use weapons in populated areas."

"Authorized?" Kara asked, "What are they exactly?"

"They're adaptive robots sent to capture mutants." Peter said.

"And what are mutants?" Korra asked.

"People born with a specific mutagenic gene that gives them superpowers at birth." he said, "Well, they have the gene at birth, but the powers tend not to manifest until puberty."

"And that thing is here for one?" Korra asked, "What did they do?"

"Maybe nothing. It's possible the Sentinel just locked onto the gene."

"That's awful." Korra said, "That thing wants to capture someone just because they have a strange power?"

Supergirl gasped. "That girl! It's gotta be after her."

"We have to help!"

"Hold it!" Peter grabbed a hold of them as they took off for the alley, "'_We__'_ don't have to do anything. I'd like to keep you two out of uniform for as long as possible. And besides, this is something the X-men deal with."

The Sentinel descended below the buildings towards the street. Eyes full of frightened tears, the girl in the jacket sprinted past them.

Peter sighed, knowing he couldn't jest leave the girl to her fate. "Alright, maybe we suit up and keep an eye on things."

They sprinted down the alley and changed suits, then made their way to the top of a building just as the Sentinel landed in front of the girl in the jacket. Trying to stop and change direction, she fell as the android raised it's right hand.

"Damn." Spider-man mumbled. He jumped forward and shot out a web, swung down and scooped up the young girl in one arm as a thick metal net crashed into the street. Spider-man landed a few feet away. The girl struggled to get away, but he held onto her. "Hold on, it won't try to shoot you while I'm in the way." he turned back to the Sentinel, "Alright there Iron Giant, why don't you call your boss so we can-"

Spider sense flared up, and he grabbed the girl and jumped out of the way as a laser blasted the sidewalk. "Okay, so do you prefer 'Atomo the Metal Menace' then?" Spidey said. He set the terrified girl down. "Get out of here, we'll distract-"

There was a loud boom as Supergirl punched the Sentinel in the side of the head.

"Or maybe we'll just break it." Spider-man said.

The android stumbled and fell, nearly crushing a car if Korra hadn't jumped in to earthbend the street under it away from the crash.

"Is the girl alright?" Supergirl asked.

Before he could answer, the Sentinel sat up and shot her with it's laser arm. Korra then engulfed the android in flames. As it tried to stand, Spider-man jumped up and webbed it's legs to the street. The Sentinel tried to grab him, but Korra held it's arm down with metalbending. It's head rotated 180 degrees around to look at the Avatar, whose eyes widened at the sight. The head was then consumed in the red light of Supergirl's heat vision and exploded.

"Huh...that was easier than I thought it would be." Spider-man said, examining one of the smoking pieces of metal. "Wonder why the X-men have so much trouble with these."

"There's two more coming." Korra pointed towards the sky as a pair of Sentinels flew down at them.

"I got it." Supergirl fired a blast of heat vision at one of the androids, but the beams never hit. A blue sphere dissipated around it. "What?!"

"Oh yeah, that's why the give people fits, they're adaptable." Spider-man said, "I guess maybe this one was just the scout. Korra, if they can stop Supergirl's heat vision, then I wouldn't even bother trying to metalbend them. Their number one target is the master of magnetism."

"So what do we do?" Korra asked.

"Can you hit them with some lightening?"

"No, I was lucky just to have been able to redirect Thor's. I can't make my own."

"Dang." Spider-man crouched down on the destroyed Sentinel's chest as he thought. "Well, let's at least try to lead them out of the city. Can't even make those things fall over without causing collateral damage."

The three of them got to a roof as fast as they could and prepared to head south towards the river, when the Sentinels stopped and headed down the street to their left.

"Damn, they're going after the girl!" Spider-man jumped and shot a web, "Supergirl, you grab her, Korra and I will try to lead them out of the city!" he landed on one of the Sentinel's faces and tapped it's right eye. "Helloooo? Do you have a moment to talk about not shooting at civilians?"

Supergirl swooped past and picked the girl up under her arms while Korra jumped off her glider and landed on the other Sentinel's shoulder, then blasted it in the face with fire. Both mutant hunters blasted at Supergirl, one of them hitting the back half of a semi truck.

"Alright, these things need to go down." Spider-man jumped to the street in front of the Sentinels and shot three webs to either side of the street and tied them together. When the androids crossed them, their legs stayed while the torsos continued to move forward and they crashed down to the street face first.

Korra blasted her Sentinel in the head with more flames, but to no avail. "I can hardly hurt these things without tearing the city apart."

Spider-man hopped on a street lamp and webbed the androids down. "I told you they were adaptable. One came in and saw our powers, then-" on the left wrist of the Sentinels, a small saw blade attached to a robotic arm came out and cut the webbing around it. "-shared it with each other. We got a problem!"

With one arm free, the Sentinels pulled at the rest of the webs until they were able to stand. Supergirl flew behind the androids, holding the squirming mutant girl.

"Where do I take her?" she asked.

"Uh...to the river." Spider-man said.

"What?"

"We need to get these things away from buildings and people. Also if they don't know Korra can waterbend, we can use that."

"You want me to use her as bait?" Supergirl looked both confused and angry.

"She's safer with you than on the street." Spider-man explained, "And no one's safe with us trying to punch these things to death."

The Sentinels turned and fired lasers at Supergirl. She ducked, then quickly flew towards the river with the androids giving chase through the air. Korra flew ahead of them, with Spider-man swinging right behind.

The Avatar landed right beside Supergirl on the water's edge and quickly started bending a large cyclone of water. When the Sentinel's came in range, she turned the cyclone towards them. One moved out of the way, but the other crashed down under the weight and Korra quickly turned the water to ice. The remaining Sentinel flew over and tried to step on Supergirl and the mutant girl. The girl in the jacket screamed and covered her head, but Supergirl tossed her aside and caught the foot overhead. The Sentinel blasted it's jet boots, engulfing her in intense heat. Spider-man swung in and kicked it in the back of it's head as hard as he could, knocking it forward. Supergirl kept this momentum and threw the mutant hunter into the river. Korra turned and bent the water to ice before the splash had even subsided.

"Okay...think we win." Spider-man said.

"Th-th-thank you." the mutant girl whimpered.

"It's alright." Supergirl floated over to her and helped her up, "Those things aren't going to bother you any-"

The ice on the street shattered as the Sentinel blasted it's way loose. Supergirl shielded the girl while Spider-man jumped up and behind it's head, putting his hands under what was either it's skull or helmet and pulled upwards with all his strength. Pointing it's laser arm backwards at him, the Sentinel prepared to defend itself, but Supergirl flew up and placed her feet on it elbow and yanked the wrist towards her until she had torn the arm off. A moment later, Spider-man pulled the head free and tossed it aside.

In the river, the other Sentinel had blasted free. Before it could do anything however, Korra bent a stop sign and threw it at the android's eye, then brought up a massive wave and pushed it under the surface again.

Alright, now we win." Spider-man said.

A long, black stealth plane flew down through the city, and circled back the site of the battle.

"Better late than never I guess." Spider-man crossed his arms.

A teenage boy made of ice was the first out of the plane. He made his way straight to Spider-man. "Hey webs, three less Sentinels in the world. We owe ya." Ice Man said.

"We accept cash and credit." Spider-man said.

"Taking down a team of these things isn't particularly easy." said Cyclops, his yellow visor completely obscuring his eyes as always. "Nice job."

"Tell that to Tony Stark. He's gonna have a cow when he hears about this."

Storm, a woman with white hair and a strange black cape attached her sleeves, attempted to comfort the mutant girl.

"I still don't understand why these things attacked that poor girl." said Korra.

"Didn't Spidey tell you?" Cyclops asked, "Because she's a mutant. Plain and simple."

"Yes, but why did they attack her in the middle of the city?" Spider man asked, "I mean, they're not allowed to conduct military operations in populated areas."

"Military?" Supergirl repeated, "You mean your own government is hunting these people down?"

"Unfortunately..." Spider-man said.

"But why? That girl didn't do anything wrong!" Korra exclaimed.

"She doesn't have to." Wolverine said. "People are afraid of us mutants because of what we can do. Because of what some of us have done."

Korra huffed. "It's like Amon and the Equalists. This world has more in common with mine than I thought."

"The military isn't responsible for this attack." Cyclops said, "Not directly at least. William Stryker is using every resource he has to kill as many mutants as possible, including hijacking military hardware. Spidey, I don't want to ask this of you, considering the scrutiny you and your team are already under, but...If you see any mutants in the city, please help them. Get them to us as fast as possible or protect them from people that...have bad intentions for them."

"Don't worry about it." Spider-man said, "I didn't get to be number one on New York's most wanted list by making the most popular decisions. But, uh, do you mind if I call you guys 'abominations of nature', just so I at least _look_ like I'm doing the popular thing?"


	18. Chapter 18

Chapter 18

Kara and Korra rode the train to work, Kara already in her waitress dress code of a black skirt and shirt with tennis shoes, while Korra carried a duffel bag, not wanting to get into her yoga pants until she was at the gym.

The continuous huffing from the Avatar made Supergirl grin. "Oh come on, it's only been three days. You can't be tired of working yet."

"I'm not tired of the work." said Korra, "I'm tired of...of this world. I just want to go home where I can be the Avatar and not some...fitness trainer to a bunch of middle aged women."

"Well..." she struggled to find a way to be happy enough to infect her friend with it. "At least tonight is movie night. And it's your pick. So what are we in for? Romance? Action?"

"I dunno..." said Korra.

"Will you stop being so grumpy?" Kara said. "I mean, don't you like just being a teen? Not having the weight of the world on your shoulders. Just hanging out with friends who make you laugh and tell stories with each other."

"But that's not what I am." Korra said, "Kara, you don't understand, since I was four I've been told I was the most powerful person in the world and that it was my job to keep it safe. And I actually looked forward to it. From everything I've heard, most people hate having so much responsibility, but no matter how much the world liked to hate me, I enjoyed being the one responsible for saving it...most of the time anyway."

The train slowed to Korra's stop.

"I'm not done trying to cheer you up yet." Kara said, "I don't know what I'll have to do, but I'm going to make you enjoy this as much as I am."

Korra smirked. "Go for it. I'd like to be content for once in my life." she stood and carried her bag out of the train.

"Why are you wearing that Supergirl shirt?" it was just one of the voices the Girl of Steel could hear, but she focused on the use of her name.

"Yeah, don't you know she's an evil alien?" There were two young boys on either side of a girl in a light blue T-shirt. They all had backpacks, likely coming home from school, and looked to be about ten.

"She is not!" The girl exclaimed, "She saved my dad! She's a hero!"

"Is not!"

"Is too!"

"Chase, what are you doing? Get over here." said a middle aged man.

"But daaad, she's got a Supergirl shirt!"

"How...how her parents choose to dress their child is none of our business." the man reacted to Kara's family's crest like it was the logo for a black metal band. Sullen, the boys sat next to the man while the girl sat a few feet away from Kara.

With the space in between them vacant, she slide down to be beside the school girl. "So you're a Supergirl fan?"

The girl sat hunched over, holding her backpack close to her chest. "Yeah." she said quietly. "She...she saved my dad from a burglar." Loosening up and sitting straight, the young girl looked closely at Kara. "You kinda look like her."

"Really?" she thought of something quickly, "I dyed my hair the same color as hers."

"You like her too!"

"Uh-huh." Kara nodded.

"Cool." said the girl, "I haven't met many fans of hers."

"Do you...get made fun of for wearing that shirt?" Kara asked.

"No...I only got it last week though. But I don't care what those kids think. Supergirl saved my dad, so she's a hero!"

"You're not...scared of her?" Kara said, "She's really powerful and could hurt someone...even by accident."

"Yeah, but she'd never hurt anyone on purpose." the girl said. "And accidents happen all the time. My dad dropped his phone on my head last week, and that hurt, but he didn't mean to do it. She helps people and protects them, so I wanna be just like her."

Kara was unable to contain her smile. She had fulfilled her family's crest. She had inspired hope.

The smile continued for the better part of the day. It made waiting tables, dealing with rude or clueless customers, and constantly being surrounded by food she couldn't eat all the more bearable.

Korra opened the door to their old, shoddy apartment and was immediately greeted with a fired up Supergirl.

"Listen up!" she said. Korra was about to ask how she had gotten home so early, but seeing her in her costume made it pretty clear that she had flown here straight from work. "Just because you're not the biggest deal anymore doesn't still mean you're not important!"

"I know."

"We can still do a lot of good even if we spend time like regular people our age."

"Yeah..."

"And we...we... Why are you agreeing with me?" Supergirl asked.

"Because you're making solid points." Korra said.

"Then why are you so grumpy?"

"Because...I need to go home." Korra said, "When they open the portal to my world, I have to go back because they need me...but some part of me wants to stay here. To be...sort of normal with you and Pete. But I can't do that. I can't ever be a normal person, in this world or my own."

"But you can still enjoy yourself can't you?"

"Well...yeah."

"That's all I ask." Supergirl said with a smile, "Now what are we watching for movie night? And where's Peter?" she noticed the sticky note attacked to the fridge. "Guess it's just you and me tonight Korra. Peter's taking pictures of the mayor's conference."

"Well, guess life's not so bad." Korra said with a grin. "I don't have the power to leap small buildings in a single bound, yet get stuck listening to old men talk about things they never intend to get around to doing."

"True that." The girls plopped down on the lawn chairs in front of their old thirty inch box TV.


	19. Chapter 19

Chapter 19

Having decided to see the sequel to the horror movie they had watched last night, Kara and Korra now stood in line to the movie theater. The chilled Fall air was beginning to set in and demand warmer clothing.

"Come on, cheer up." Supergirl said.

"I'm trying, that's why we're going to this movie and not saving money for a rainy day." Korra said.

Kara crossed her arms and stared up at the girl from a few inches away. "Well what would make you happy?"

"Having something to do! Something to look forward to." Korra said. "Day after day, it's just get up, work out, go to work, come home, watch TV, go to sleep. At least when we were hunting for..." she caught herself before saying 'Doc Ock' aloud in public. "At least when we we're looking for that guy, we were working towards something. Had a goal. But now that Pete won't let us out, and he's taking care of every single bill and responsibility we have...I feel like a little kid."

"But you are a kid." Kara said, "Just because you're the Ava-...uh, well you know, doesn't mean you're not still seventeen. So relax. Enjoy the movie. Like seventeen year old girls do." She turned around to the ticket vendor. "Two for the one o'clock '_Ax_' movie please."

"You girls have your I.D.'s?" the vendor asked.

"Um...what?" Kara asked. Not technically legal citizens, neither of the girls had any form of identification.

"You can't see an R rated movie unless you can prove you're over seventeen." said the vendor.

"Oh..." she slowly turned around to Korra, then picked her spirits up. "Well...wanna go to the mall?"

Korra forced herself to smile. "Sure."

"Good." she said cheerily leading the way. "Since we're not spending money on the movie, do you wanna get some ice cream? Or doughnuts? Or..."

"Do you know how bad that stuff is for you?" Korra said.

"Considering I metabolize most of what I eat in minutes...I absolutely do not care." Kara said.

"How's that going by the way?" Korra asked. "You haven't used your powers much, but are you still always hungry?"

"Eh, a little." Kara opened the door to the ice cream parlor and stepped inside. "Ooooh this one's got a lot of choices... You go ahead, I'm gonna need a minute."

"Haven't found anything yet that can top chocolate personally." Korra said with a grin. She stepped up to the counter and was about to order when she saw the prices. "Wow, um, how small are your smalls?" The cashier pointed to the various sample cups to his right. Korra recoiled involuntarily. "Uh...never mind." she stepped back to the curious Supergirl. "You go ahead. I'd rather not spend my arms and legs on ice cream."

"I don't think that's how the expression goes." Kara said. "Split a medium with me?"

"Sure." Korra said. "You're not normally this peppy. Is this how you act when you're not being chased around the world? Or are you just in overdrive trying to force me to be happy?"

"It's a little of both." Kara said. She approached the cashier, "A medium chocolate with M&M's and sprinkles please." while they waited for him to fill out the order, she continued. "I just like being normal. Even if I'm still struggling to understand the culture and people keep referencing things I've never heard of. And, you know, the constant trying not to destroy everything I touch with my super strength. I feel like Earth could eventually...become a second home."

"Good. I'm happy for you." Korra said.

Kara paid for their cup and grabbed two plastic spoons. They walked side by side down the sidewalk taking bites out of the ice cream, chatting about how this world was similar and different from their own. Before they knew it, it was three in the after noon.

"Well...time to go to work." Korra huffed.

Supergirl deflated slightly. She had almost convinced Korra to be happy with their current situation, but the moment she remembered she had to go be normal, her disposition dropped.

"Alright, I'm out of options." Kara said.

"What?" Korra asked. In a flash, Supergirl was hugging the Avatar and lifting her off her feet.

"I'm going to hug you! I'm going to hug you until you feel as happy as I do!" she said.

"Alright, alright, I'm happy!" Korra said, "Now put me down, you're making a scene."

"Okay, I'll see you after work." Kara said, "And you better still be happy!"

The two parted and went to work. Korra did her best to stay in a good mood by smiling. She had heard Peter say that smiling subconsciously tricked the mind into being happy, so naturally you would eventually feel legitimately happy.

For a while it worked. There was no reason she couldn't be happy, or at the very least content with her situation. Just because one of the men she needed to help her get back home now hated her and was likely stalling the portal as long as possible, was only a minor setback. And that fact that she had gone from powerful Avatar to the third wheel of a superhero team behind a girl that was prettier, stronger, and vastly more powerful in almost every sense, was no reason to feel down. Her living conditions were nothing to sneer at either. The wind may blow through the apartment, which was becoming more concerning now that winter was near, but that was only...

All the reasons Korra had to feel down began to weigh on her once more as she opened the glass doors to the gym. Try as she might, she couldn't feel happy about this like Supergirl did. Her enthusiasm dwindled more and more as the day went on. By the time the gym was closed and she gathered up discarded sweaty towels, she felt like she was on auto pilot.

"You were supposed to stay happy."

Korra turned to see Kara standing in the doorway, still in her work attire. "I know, I'm sorry, I just..."

"Want to go stop a museum robbery?"

"What?" Korra said, "But if Pete see's us, he'll get upset and worry, and I don't want to distract him from school anymore."

"Well, this museum is on the opposite side of the city from where he said he'd be looking for Ock." Supergirl smirked.

Korra took in a deep breath, then smiled. "Yeah. Let's do it!" They hurried into the locker room and got changed into their uniforms. "Man it feels good to wear this again." she exclaimed.

They stepped out into the alley, twilight blocking out most natural light as the street lights came on.  
>"Alright." Supergirl said, "Follow me. And let's try to stay out of sight as much as we can."<p>

They took off almost completely vertically until they felt they were well above where most people would see them, then flew over buildings and streets until they had reached the southern part of the city and descended towards the museum with it's blaring alarm. The hole on the roof was the clear sign of break in, so they started there and slowly entered.

The alarm suddenly cut out and a figure stepped out of the shadows. It was woman in skin tight black leather clothing that gleamed even in the darkness. Despite her muscles, her chest and hips made her feminine outline obvious even from a distance. She wore a thin black mask around her eyes and had long flowing white hair, the same color as the fur at the top of her boots and gloves.

"Oh...hello there." she said, "You're Spidey's new teammates. I was one of his firsts."

Supergirl was about to say something, but was interrupted by a thump on the roof near where she and Korra had entered.

"Cat?" said Spider-man, hanging upside down from the ceiling. "What are you doing here? Actually, I'd like to know what all of you are doing here."

"Spidey! We, uh, we thought you were on the other side of town." Supergirl explained.

"I was. Another dead end." Spider-man said.

"Ooh, Spider I thought you only like to keep girls on a literal leash." Black Cat said.

"Uh, Cat, what are you doing here?" Spider-man asked. He dropped down and took a single step forward, "And...are you, you know, okay?"

"It's cute that you still worry about me, but I'm fine." Black Cat said.

"I can see that you don't have the diamond on you," he said in reference to the skin tight leather suit she wore, "So where is it?"

"Oh, if you want to check me a little more thoroughly...I wouldn't mind." Black Cat said. Despite his composure, Supergirl could tell by his quickening heart beats that Spider-man was a little out of sorts.

"Uh, Spidey?" Korra said, "You want to fill us in on what's going on? Is she not the thief?"

"Oh I gave that up a while ago." Black Cat said, "I'm here because I got a tip that someone would be coming for a diamond tonight and I wanted to make sure they didn't get a hold of it."

"Before you did?" Spider-man said.

Black Cat laughed and dropped to the museum floor below. Supergirl and Korra moved forward to talk to Spider-man, but he quickly jumped down after Black Cat.

"So what have you been up to?" he asked, "I've been keeping my ear to the ground to try and find you, but haven't heard anything."

"I just had to figure a few things out for myself." she said with a smile, "I assure you, I've kept my nose clean."

"I didn't say-"

"But you were thinking it."

Spider-man huffed while Black Cat inspected the broken diamond case. His team fell in line behind him.

"Spidey, is this an ex-girlfriend of yours?" Supergirl whispered. She had noticed his increased heart rate and shuddering breath around her.

He took in a long breath. "Yeah, more or less."

"And she's also an ex-criminal?" Korra asked.

"I hope she's 'ex'..." Spidey said. The girls crossed their arms. "Alright, I know so."

"Are you sure you aren't letting you emotions get in the way?" Korra asked.

"Yes...Well..." his shoulders tightened uncomfortably.

"You want to get back together with her don't you?" Supergirl said.

"I-no. No, that's not likely after the way we...split." Spider-man said. The girls leaned forward and looked at him expectantly. He sighed, "I...I broke her arm." Eyes widened in surprise. "It was back when I was wearing the symbiote. It was making me aggressive, and...just a jerk to everyone I cared about. Black Cat stopped me from hurting or maybe even killing The Rhino, and in my adrenaline madness...I twisted her arm and broke it."

"And so you don't want to take her down because you feel bad about what you did." Korra said.

"No. Look, she picked me up when I was at my lowest after G-." Spider-man stopped himself, "She helped me and I helped her, and I know she's a good person."

Korra kept her arms crossed and stared Spidey down, but Supergirl said, "Actually, he might be telling the truth. About her not stealing the diamond. I can hear someone a few streets away on a phone talking about 'it' and how much 'it's worth'. You want me to go catch them."

"I..." He turned his head slightly, just enough that the girls could tell under his white lenses that he was glancing back to Black Cat. "Yeah, go get 'em."

"Alright." she leaned in close to Korra and whispered, "You stay here and make sure nothing funny happens with him." The Avatar nodded and Supergirl took off through the hole in the roof.

"So Cat," Spider-man said as the white haired girl continued to examine the broken glass, "What's this diamond to you?"

"Not much." she said, "Sure it's big," she smirked up at him, "But I've seen bigger. The real reason I want to keep it safe is because the Maggia are after it."

"I thought we took them down."

"Well I guess they're trying to come back. Didn't you take down Hammerhead recently?" Black Cat said. "I'm just trying to prevent them from getting back on their feet."

"Hmm."

Black Cat looked out the corner of her eye at the frowning Korra. "I see you've got new friends."

"Yeah, they...just sorta appeared one day." Spider-man said.

"So I hear. Mind telling me why you don't seem to be happy about them being here?" asked Black Cat.

"We...sorta had a falling out with Iron Man. He wants them in S.H.E.I.L.D. custody." Spider man said.

Black Cat smiled, "And of course you wouldn't abandon them."

He put a hand on the back of his neck. "Despite my better judgment, no I didn't leave them. They have some...destructive tendencies, but their hearts are...mostly in the right spot. Like you."

"Well if they have any more in common with me, then I'd be willing to bet they don't like being kept in a cage." Black Cat said.

"They're not in cages." Spider-man said defensively, "They're allowed to walk around the city any time."

"Accept when they want to." Black Cat said, "Like when they want to fight crime like you do."

"I..."

"Hey." Supergirl flew in through the hole, her hand holding the belt of a large, muscular man with blue skin and white hair. "I'm pretty sure this is the guy." she dropped him a few feet to the floor, then landed on his back to keep him down. In her other hand was the diamond.

"Tombstone." Spider-man said.

"Well, that makes things easy." Black Cat stood, "Guess I'll be going now."

"Wait." Spider-man said, "Where are you going? Are you staying in New York? Maybe...we could see each other again."

"Oh Spider," she drew in close and pulled up his mask, revealing the lower half o his face and gave him a kiss on the cheek, "I think you've already moved on." she glanced at Supergirl and Korra.

"I...I'm sorry." Spidey said, "I never should have hurt you."

"No, you shouldn't have." Black Cat said, "But I saw what that suit did to Brock. I know you weren't yourself that night." she hopped on the wall, then jumped off to reach the balcony above. When she leaped through the hole in the roof, Spider-man couldn't help but let his shoulders droop.

"Spidey, about what the cat lady said." Supergirl said. Spider-man's heart skipped a beat as he was almost certain she was referring to the hint Black Cat had dropped about his romantic desires. "About being in a cage. We...we want to be able to patrol the city with you."

"What?" said Korra, "No, 'we' don't. I do. Kara, you don't have to give up being the normal teen to make me happy."

"But that's the thing, I'm not normal." Supergirl said, "No mater how much I pretend, I'm always going to have to be excruciatingly careful not to break anything with my powers. Putting this suit on and flying around helped me remember that I'll never be able to life a completely normal life."

"Are you sure?" Korra asked. Supergirl nodded. "Then yeah, I'm done doing nothing." She turned her attention back to Spider-man, "I can't bear to sit around while you go out trying to get Ock so I can get back home. No offense web head, but this city is too big for one person to search alone. So I'm going to look for this guy whether you like it or not."

"This is sort of coming out of nowhere." Spider-man said.

"Yeah, well I've been trying to be patient, but that's just not one of my strengths." Korra said.

Hands on his hips and head bowed in thought, Spider-man pondered the situation. If he were them, kept away from his world and the people he cared about, there was no way he could stand to be on the sidelines for very long. "Alright." he said, "We'll have to talk over a few details, but I'm not going to stop you two from finding your way home."

The girls smiled and fist bumped while Spider-man's shoulders drooped again. 'Moved on'? Black Cat's words came back to him. To what? Two girls that he was trying to send away?


	20. Chapter 20

**A quick thank you to everyone who has left a comment/review. I appreciate them, and would definitely like some more, so feel free to offer some advice on what I'm doing right or what I could be doing better. I've got quite a few saying they want Peter/Kara, but out of curiosity is there anyone hoping for Peter/Korra? Even if she's officially with Asami now.**

Chapter 20

It was a brand new Monday and Peter was returning home from school. With the girls help over the past few days, they had chased down a number of leads on Doc Ock, and while they didn't know exactly what he was planning, it was clear he was forming a new Sinister Six. Sandman and Toad were confirmed members, having escaped with him from the Raft. That left three more members, and Peter had been racking his brain trying to figure out who they could be.

More than a month had passed since the mass escape, so Ock had plenty of time to find villains outside of just the escapees. The question that dominated most of his thoughts, was what villains could Ock possible get to ensure his confidence now that Spidey had a team of his own. And an incredibly powerful one at that. There were a number of immensely powered beings out there that could give them fits, but of the rogues in his own gallery, Spidey felt confident that his team could take every single one. Or at least they could have, if they had been allowed to train in the Avengers Tower.

Peter tried to push this out of his mind for the moment, he'd return to it after he finished his essay on the differences between Communism and Socialism. The apartment was empty, Korra and Supergirl having already left to get to work. He lamented that they often had so little time to spend together. Most days he'd leave to go to school alone, come home and be alone while the girls were at work, then sometimes be alone while they all patrolled different parts of the city. And on weekends Kara usually worked overtime while he took photos of every event Jameson wanted him to.

Tossing his backpack to the ground, he slunk onto his bed for a moment to pout. There was a knock at the door. Who could that be? All their bills were paid, he triple checked so nothing would get shut off. The knock sounded again before he could get to the door.

"Tony?" he said, "What are you doing here?"

"I came to have a chat about your girlfriends." Stark said. Peter had seen Tony in a suit and sun glasses a number of times, but he had never managed to look this intimidating outside of an Iron Man suit.

Peter sighed, "Alright, come on in."

"Actually, I only wanted to know one thing." he said, taking off the sunglasses "Are they out against your will or are you letting them fly around the city."

"It wasn't my idea, but I won't get in between them and their attempts to find a way home." Peter said.

"All I needed to know." Tony turned and left without another word. Peter watched him walk down the stairs and into the open door of his silver Sedan.

"Weird." he checked his phone to see if he had any missed messages. None. So why hadn't Tony just called?

"Go a little slower." Korra said to the woman in her early fifties. "The extra tension will really strengthen your muscles."

The woman nodded and breathed, lowering the two light dumbbells. The Avatar stole a look around the room to make sure the college boys weren't back to stir up trouble by messing with all the weight plates.

Sitting up, the woman she was training dropped the weights to the ground. "Okay...was that three sets or four?"

"Four." Korra said, "Get something to drink and meet me by the stair climber."

"Korra!" Kara ran up to her, dressed in her waitress clothes and holding her balled up apron in her hand. "It-uh...Peter needs us. It's an emergency." The panic in her eyes made it clear she had heard something across town.

"Alright. Uh, Angela!" Korra called out to her boss, "I've got to go. Family emergency!"

The two sprinted out of the gym and ducked into an alley way and began to change into their suits.

"What's going on?" Korra asked.

"From the sounds of it, I think Iron Man is attacking Peter." Supergirl said.

"What?! Why?!"

"I don't know!" Supergirl exclaimed, "I didn't hear that part, but I assume it's got something to do with us patrolling the city in costume."

In a pair of streaks, they flew across the city towards their apartment. Even from a distance, they could see the dust rising above the surrounding buildings. Among the wreckage, Spider-man was in mask and shirt, but his pants and shoes were civilian clothes and he didn't have his gloves or web shooters either. He threw aside some rubble and began to search for the rest of his costume.

"Spidey, we're here!" Supergirl said.

"Watch out!"

Before she could turn, a uni-beam struck her and she crashed down into the complex, adding to the rubble. Korra faced him, but her glider staff suddenly retracted it's wings and she yelled as she fell to the street below.

Spider-man pulled on his web shooters as he jumped to the top of what remained of his apartment. "Tony stop this!"

"Not gonna happen Web Head." Iron Man said, "You had your chance to do the right thing, but you chose to put us all in a negative light."

"And they best way to handle it is to blast apart buildings in broad day light?"

"I..."

Supergirl flew up on his left flank while Korra propelled herself to the roof with fire bending and stood on his right flank.

"It's mind control." Spider-man said, "He's fighting it, but from what they said about Thor, it's capitalizing on something he already believes in."

"So we don't know how to snap him out of it?" Korra asked.

"Then we take him down!" Supergirl rushed in, but a blue shield sprang up and rebounded the kinetic energy of her fist right back at her, sending her flying streets over.

Korra thrust her hands forward, and Iron Man's armor started glowing.

"He's got an electromagnetic shield!" Spider-man yelled, "You can't metal bend him!"

"Why can everyone stop my metal bending?!" Korra yelled.

Iron Man put his palms up and sent a volley of pulse beams, forcing Korra to dodge and flip out of the way. Spider-man jumped up, but Iron Man turned to punch him. Catching his wrist, Spidey, swung around and planted his bare feet on the armor's hip.

"Hit 'im! Hit 'im!" he yelled while Iron Man desperately tried to grab the squirming wall crawler.

Korra raised the largest two chunks of rubble that she could bend. Spider-man jumped out of the way as she slammed them together with Iron Man in the middle.

The rocks burst apart, leaving the emotionless armor floating above the building. He raised his arms at Korra, but Supergirl crashed into him at breakneck speed carrying him to Central Park and slammed him down.

"Come on." Spider-man grabbed Korra around the waist and swung towards the crash. Moments before they arrived, there was a deafening high pitched blast. Iron Man then blasted the disoriented Supergirl into numerous vehicles stopped at a red light.

"Tony!"

The Armored Avenger flew off towards Avengers tower.

Supergirl gritted her teeth and looked to be about to pursue.

"Hold on." Spidey said, "We need to make sure these people are alright."

Supergirl hesitated, but relaxed her muscles and turned to get the people out of the cars she had crashed into. "I'm sorry. Are you alright?"

"So what do we do now?" Korra asked as they secured the last civilian.

"Well, with any luck the remaining Avengers will realize what's going on and try to stop him." Spider-man said.

Murmuring to themselves, a crowd of people had gathered around the heroes as they debated what to do next. Spidey tensed up even more. This was the second time in two weeks his team had fought with an Avenger, the people that, in spite of the increasing bad press, saved the world more times than most could count.

"I don't hear any other Avengers." Supergirl said, "My hearing might be a less than it was, but-"

"No, now that I think about it, if Tony is still using that big brain of his, he'd have sent everyone away while he went crazy and attacked us." Spider-man said.

"So it's up to us to stop him." Korra said, "Lets go."

"Let's be careful about this." he said, "Whatever is controlling him probably didn't make him less smart. If we go into his house, we can be certain he'll have a few tricks up his sleeve...er, gauntlets. Whatever."

Korra rode on Supergirl's back while Spider-man swung behind them as they all landed in the hangar.

"Spider sense says we're not about to be disintegrated." Spider-man said, "You see anything?"

"There are suits everywhere!" Supergirl said, examining the building with her X-ray vision. "None of them are moving, and I can't see into them _and_ through the building."

"Alright, we'll split up. Here take my phone." Spider-man said, "Korra and I will look around this floor and up and we'll get an Avengers communicator. You search the floors below and call us if you find anything."

"Right."

They split up and searched the tower. Supergirl flew down the stairs below and headed straight for the closest Iron Man armor. It was a bulkier suit, all golden, and a thick glass dome over it's head. A quick scan with her X-ray vision showed nothing inside. Suddenly she heard the sound of thrusters behind her, so she spun around, but saw nothing. Frowning into the empty doorway, Supergirl wondered if Iron Man could throw the sounds of his suit to confuse her. Two pulse beams shot her directly in the chest, and she slammed into the wall. She quickly picked herself up, but the thick metal door slammed shut.

"Spidey! Avatar!" Supergirl said into the phone, "He's down here...I think." With two punches, she knocked down the door.

"What do you mean you 'think'?" Spider-man asked.

Supergirl stood in the hallway, searching in both directions. "I mean he shot me, but I didn't see-" Repulsers hit her in the back and forced her through the wall.

"Supergirl! Are you alright?!"

She heard him flying overhead and down the hall. "I'm fine." she stood up, dust and rubble falling away from her, "But I can't see him. I don't know what's going on."

"He might be wearing his stealth suit." Spider-man said, "It can turn him completely invisible, but it doesn't hold a very long charge. If he's hit you twice, he's probably low on power and looking to change suits. Keep on him and we'll-Avatar, look out!" the sound on their end erupted in a volley of repulsers. "Was wondering when that would happen. The tower's defenses have been activated, so be on the lookout for weapons coming out of the walls like a futuristic Temple of Doom. We'll be down in a second to help corner him."

Supergirl chased after the sound of Iron Man's jet boota and flew into a large open room. There were a series of boxes and metal bins, but other than that the only thing out of the ordinary was the huge eighteen foot tall Iron Man against the wall. Supergirl eyed the Hulk Buster armor carefully as she flew towards the sound coming from the corner. Slowly, she flew over one of the metal bins and looked down to where she had thought Iron Man would be. Instead, she found only a small metal cube. Picking it up and examining the box, it became clear that it had been playing the sounds of the jet boots. Something huge moved behind her.

"Alright, Supergirl, we're nearly at the storage room." Spider-man said, "What's your-"

Supergirl burst through the wall, flying head over heals and crashed through the other wall. Spidey looked through the hole after her to see that she had been punched through the entire building. Spider sense flared up, so he back flipped to the ceiling as a repulser beam nearly shot him out of the building too.

Korra stepped hard, then tore open another hole in the wall and charged in on a ball of air. Spider-man dropped to the floor and followed after.

The Hulk Buster suit fired two blasts at Korra, but she zipped past and dodged both, then jumped in the air and bent the metal storage bin behind her in two and threw them at Iron Man. The metal glanced off the armor, leaving it unphased.

Spider-man got to work webbing the giant's feet to the floor, but the suit pointed it's hands down, one blasting at the Web Head and the other his webs. Spidey flipped backwards then jumped onto the wall.

"Avatar, I don't know if you can bend this suit, but you can bend those guns!" he said.

"What guns?" Metal doors parted and eight repulser cannons poked out of the walls, two on each side of the room. "Oh..." Boosting herself with fire, Korra jumped to the closest cannon and bent it from the wall.

The Hulk Buster pointed a hand at her, but Spider-man web zipped and kicked it in the elbow, forcing it to shoot several feet to the side.

"INCOMING!"

There was no Spider sense needed to tell him to get out of the way as Supergirl flew into the room and put her shoulder into the chest of the suit. The force was tremendous, but it barely moved the Hulk Buster.

"Wow, this things a lot stronger than I-" Three repulers hit Supergirl at once.

Korra bent the nearest cannon off the wall while Spidey dodged another.

"Korra, don't break those cannons, just their ability to move. Aim them all at Iron Man." Spider-man said. "Supergirl, go hit and run on him while I web his legs. We don't want to hurt him just wear out his battery."

"Speak for yourself, he sucker punched me through a building." Supergirl said, flying around behind the Hulk Buster, "I want to hurt him at least a little."

Korra moved around the room, bending each cannon to aim high and towards the center of the room where they tried to keep Iron Man, while Supergirl flew around his head, every now and then giving him a light punch that could break a brick wall. Spider-man kept to the legs, moving around as fast as he could and webbing cartridge after cartridge of webbing to bog down the Hulk Buster.

With each repulser cannon now aimed at the rooted armor, Spidey dodged in front of every one of them, triggering it to fire. Testing her metal bending, Korra began to pry off his right arm and seeing this, Supergirl grabbed the left arm and pulled too. In rapid succession, they ripped the heavy weapons off the suit, leaving it mostly helpless.

"Alright Tony, we win." Spider-man said. He webbed up the cannons and jumped on the Hulk Buster's head. "And if you say 'Tis but a scratch', I swear ima bop you one."

The crest in the middle of the suit began to glow brightly. "I'm sorry it had to be this way." Iron Man said.

"Tony, please don' tell me you put in some sort of self destruct button!"

"Aaaand that should do it."

"He's not moving."

"Did you instal it right?"

"I think so. Give him a minute."

Tony Stark slowly opened his eyes to see Spider-man peering over him.

"Sup?" he said.

"Spidey, get down from there." Stark said.

"Uh...I'm not on anything." Spider-man said, "You're lying down."

"What? Eh, why can't I get up?" Tony said. He was wearing only his black, skin tight undersuit.

"Because I webbed you down to the table."

"Um...I can't feel the webs or the table."

"...You can't? Uh-oh."

"Did you hook it up wrong?!" Korra asked.

"I did the best that I could!" Spider-man defended.

"Spidey, whats going on?" Tony asked.

"Uuuuh, Korra ripped open your chest and Supergirl tore out your heart, slash arc reactor thingie." Spider-man said.

"Wow...usually girls only tear out my heart figuratively." Tony said.

"Yeah, and here's the bad news."

"Oh sweet god, that wasn't the bad news?"

"Well, 'worse' news maybe? We couldn't get Jarvis to disable the tower defenses, so when we searched for a new arc reactor and the instructions on how to attach it, we...kinda broke the tower. Like, a lot." Spider-man said.

"I do apologize," said Jarvis' polite robotic voice, "but I was given very specific instructions to destroy you."

"I-eh, wh-what?" Tony said.

"By the by," Jarvis continued, "The Avengers are returning."

"Oh, sure _now_ they get back." Supergirl said.

"Pete, what the hell is going on?!" Tony demanded.

"How much of the last two hours do you remember?" Spider-man asked, "Anything about, say attacking me in the apartment? Maybe you recall getting getting into the Hulk Buster armor and punching Supergirl out of the building."

"I...I...ooooh crap." Tony said, "Peter, guys...I'm sorry, I don't know what happened. I-" his eyes widened. "Ow..." he said in a high pitched voice, "I can feel the webs and table now...and everything else."

"Aha! So I did hook it up right." Spider-man said.

"Tony! You want to tell us what the hell happened to the-" Hawkeye led a number of Avengers into the lab, including Spider Woman, Captain Marvel, Thor, and Captain America.

"Hey guys!" Spider-man said cheerily, "You missed a pretty sweet party."

"Cap." Tony said, "I need you to get Hank and Reed. I've been compromised by the same kind of mind control as Thor."

"Actually, I think you might have had it a bit worse." Spider-man said, "You weren't being snarky when you fought us. Also we turned you're cannons on you and you didn't even try to shut them off." he poured the web dissolvent on Stark's wrists.

"Thanks webs." Tony sat up. "I...should probably apologize to your team for the way I've been acting lately."

"Yeah, you've been a real jerk." Korra said.

"Well, I'm sorry." Tony said, "And I'll try to find a way to thank you for still saving me even after I was a jerk. But in the meantime, why don't you guys move back into that apartment suite. You know, since I kinda...blew up the one you were staying at."

**Next up, Doc Ock's new Sinister Six**


	21. Chapter 21

Chapter 21

**Heads up, this chapter is a 5,000+ word doozy (My longest yet)**

A few days later, the brains of the Avengers called Spider-man about their findings. He laid the phone on the table with speaker on so Kara and Korra could hear.

"So if Octavius isn't behind this, then why do they keep going after Spidey?" Supergirl asked.

"Because the Web Head has made more then one powerful enemy in his career." Iron Man said.

"And it's sorcery based? Magic?" Spider-man asked.

"Yes, that's how it was able to transfer from Thor to Tony." Reed said, "Just jumped ship when Thor was able to see past the illusion it tried to guide him into. Luckily, it seems to have dispersed so it shouldn't be rearing it's ugly head again."

"But Iron Man made his own...illusion, or whatever." Korra said, "Why did Thor believe Spidey was some kind of Spider god?"

"He's fuzzy on the details," said Tony, "But he does remember an old man being able to lay the 'seed of doubt' as it were. We had him give the details to a sketch artist, but so far we haven't been able to identify the man."

"Sooo, are we thinking it's not Doctor Doom?" Spidey asked.

"It's still a possibility, but no, this doesn't sound much like him." Reed said.

"Doom's always been crazy, but he's never been 'gain control of two of the most powerful men on the planet just to beat up Spider-man' levels of crazy." Tony said.

"That's an interesting point." Spidey said, leaning forwards and putting his hand to his chin, "Who would gain control over the god of Thunder just to make him smack me around for a while?"

"When we figure that out, hopefully all the other pieces will fall into place." Reed said, "But for now, that's all we know. We'll keep you updated."

The call ended and Spider-man sat in thought.

"You okay?" Supergirl asked.

"Yeah, I'm just not a big fan of mysteries." he said, "If whoever controlled Thor and Iron Man wasn't Ock or Doom, then that means there are three parties coming after me...or, us I guess."

"Yeah, well we've taken down everything that they've throw at us so far." Korra said, "So try not to worry yourself to death over it."

Peter crossed his arms and leaned back against the couch. He sat there for a few moments before his text tone went off in his pocket. Pulling out his phone, he went slightly rigid when he saw who the message was from.

"What is it?" Supergirl asked.

"It's from Harry." Peter said, "Harry Osborn, a friend of mine that was in rehab. Apparently he's out and wants to meet." a smile grew on his face as he rushed to his room. "You guys go ahead and go on patrol tonight. Call if you need me."

"But..." Korra pulled out her phone. As one means of apologizing, Tony Stark had bough them all new phones and laptops. "I still don't know how to use this thing..."

Peter made his way inside the restaurant. Harry normally liked to go Five Star, but he pandered down to his friend's interest whenever possible. The returning multi millionaire sat in a booth against one of the windows. He had the same brown hair his father did, but he grew it out longer to cover the pointed widows peak.

"Hey Harry," Peter sat across from him. "It's great to see you again. How are things going?"

"Pretty good." Harry said with a smile, "Think I've finally got everything figured out. But I'd rather not go into too much detail about my rehab, so let's talk about you."

"Alright, what do you want to know?"

"Still taking pictures of that Spider-man?"

"I...yeah, but-"

"Don't worry Pete." Harry said, "Like I told you, I got everything together. No vendetta against the Webslinger. So, it's got to be a little more fun now that the Web Head's got two new attractive teammates. Speaking of which...I hear you've got two new ladies in your life."

"I...yeah." Peter said, "How did you know that?"

"I wanted to surprise you so I dropped by your Aunt's." Harry said, "She told me you were living in the city now with two exchange students from Canada. Is Canada really foreign enough to be worth an exchange program? I mean, you don't even have to cross an ocean or anything to get there."

"Um, well they're from really far North." Peter said, "Sorta excluded even from other cities."

"Ah." Harry looked up to the approaching waiter, "Hope you don't mind, but I already ordered. Figured you'd just get the same as every other time we came here."

"Am I that easy to read?" Peter smiled at the burger set before him.

"More than you know." said Harry.

"So I don't remember Pete saying anything about a Harry Osborn, do you?" Korra asked as they flew through the city together.

"No." Supergirl said, "But there's a lot of things he hasn't told us. I'm just not sure if he's hiding them or avoiding them."

"Either way he should tell us. I mean, we've told him everything about us."

"...almost everything." Supergirl slowed to a stop. Korra circled back and used the jet boosters Tony Stark had added to her glider staff to hover in mid air next to her. "I hear a disturbance in the force."

"Stop that." Korra said, "I don't need you making references too. I may have gotten that one, but you watch at least three times as much TV as I do, and I don't want you to start saying things like you expect me to know what they mean."

"I'll take it under advisement." Supergirl said, "But seriously, somethings up a few block to the South."

"Something who's butt we can kick?" Korra asked as they flew towards it.

"I'm certainly hopping so. Now try to keep up!" Supergirl flew out ahead as Korra pushed her glider to the limit just to stay close. Floating above the scene for a moment, Supergirl flew down to the roof of a nearby building where she was joined by the Avatar.

"What's up?" Korra peered over the edge at a man in the middle of the street. He wore some kind of tight black suit with yellow a zig-zag pattern design. The mask was faceless except for the eyes.

"I don't recognize that guy from Spidey's list of his normal villains." Supergirl said. The Living Laser blasted another car, causing it to topple over on it's side. "He'll get upset if we fight someone we don't know, so I'm going to call him real quick." She pulled out her phone and delicately pressed the buttons, trying not to break the screen like she had last time.

"Hey, what's up?" Peter said on the other end.

"There's a bad guy running around on East One Eighteenth Street. He's shooting lasers out of his hands." Supergirl said, "Solid black suit, yellow lighting things on it. Permission to punch?"

"Uh, yeah sure." Peter said, "Just be careful. I'm gonna swing by in a minute to check on you guys."

"We'll probably have everything wrapped up by then, but whatever." Supergirl said. Cautiously, she pressed the 'red hang' up button, then smiled and gave Korra a thumbs up.

"Sorry Harry, but I need to leave a little early." Peter said, putting his phone back in his pocket. "Something going down that may warrant a Spider-man appearance."

"Oh, I'm sure it will." Harry said, "Go ahead Peter. I've got your number, so I'll give you a call later."

"Sounds good." he calmly strolled out of the restaurant, the first time in a while he had left early and wasn't in a hurry. Korra and Supergirl could likely handle whatever they were facing, and with the Avengers approval, there was nothing to really worry about. He crossed the street and ducked into an alley to take off his civilian clothes and get to his suit underneath.

Swinging from building to building, Spider-man chuckled to himself at the thought of one of the girls holding the Living Laser up by his ankles when he arrived to the scene. As he approached the scene, something struck one of the buildings with tremendous force. Spidey landed and saw a large hole busted inward at the bottom. Quickly, he swung down to street level and investigated.

Inside, Supergirl had her arms crossed in front of her to block an attack from the huge man in a red-orange dome helmet. The Juggernaut punched, and the impact with the Girl of Steel sent out a shock wave that rattled Spider-man's bones, and sent Supergirl crashing into the wall behind her.

The Juggernaut took a step closer, but Spidey web zipped in and kicked the back of his knee as hard as he could, buckling it. The unstoppable villain, turned and swung at the Web Head who had already retreated to the ceiling. His face may have been obscured by his helmet, but what little was revealed, clearly showed his fury. Before he could make another move, Supergirl closed and punched him with enough power to send him flying out of the building.

"Supergirl, are you alright?" Spider-man asked. The cut above her eye was the first time he had actually seen her bleed.

"I'm fine." she said, "Help Avatar, she's fighting some guy with a sword and a skull mask."

"Taskmaster? Al-alright, but be careful. Juggernauts one of the strongest guys on the planet." he hopped off the ceiling and swung outside to the literal flames of battle.

Korra took a few clumsy steps backwards from the Taskmaster, her left arm dangling from her side. Another man with green skin and large orange goggles hopped on top of a street lamp.

"Toad?" Spider sense flared up, so he jumped to the side to avoid the crashing sand, then flipped to dodge the streaking lasers.

"Spider-man, good of you to join us."

"Dammit all." he turned to see Doc Ock descending from a rooftop where Sandman and the Living Laser were perched.

"I debated on holding off on the festivities until you joined us, but after careful deliberation decided it would be much better to take advantage of you leaving your little allies all alone." Octavius said.

"Doc, Moe from the Three Stooges keeps calling. He is adamant about having his haircut back." Spider-man said.

Octavius smiled and adjusted his pitch black goggled with one of his metal claws. "Ah yes, it wouldn't feel genuine to destroy you without hearing at least one of your loathsome quips."

There was another tremendous boom as Supergirl and Juggernaut slammed into another building. Korra grunted, and he could hear the sound of her airbending blasts behind him. Banter wasn't going to get very far this time, he needed to help his team, and now.

"Kill him." Ock said.

Spider-man went low to all fours as Toad's tongue lashed out overhead. Then he rolled to the side as a laser struck the ground.

Turning the Living Laser on Sandman was obvious. The high heat would turn at least a small portion of Sandy to glass and eliminate one villain. The problem was that they were content shooting at him from range, and he'd have to get past their attacks and Ock's arms to get to them. Toad was a minor inconvenience on his best days, but Octavius had clearly given him instruction to stay to the side as he avoided any cross fire.

Spider-man dodged for his life from lasers, sand and tongue as he tried to think of a plan to take out as many bad guys as possible, as quickly as possible. Meanwhile Korra was fighting Taskmaster with one arm for some reason, and Supergirl was destroying a building every time she or Juggernaut landed a punch.

Toad lashed out with his tongue, which Spider-man easily dodged again, though this time he kept his eye on Laser as he prepared to launch another attack. Spidey webbed the tongue, then pulled it in front of him to take the shot. Toad let out a gurgled yelp as he retracted his tongue, but the Web Head followed it with his fist and both met the mutant's face at the same time. With shattered goggles, Toad rolled backwards and fell limp.

"One down." Spidey said, "Whose next in line?" With one assailant gone, getting Sandman to get hit by a laser was suddenly easier, but he'd have to dodge in between Ock's arms and stay still while being uncomfortably close to Sandman, in order to convince Living Laser to take the shot.

"You will be the next to fall Spider." Octavius said, "Unless you enjoy seeing your friend's blood spilled all over the city."

Juggernaut's thunderous footsteps drew close and the wall to Spider-man's left burst outwards as he came through. In his right fist was Supergirl's red cape. The Girl of Steel herself hung from it, completely limp.

Korra groaned from his right. He turned to see Taskmaster holding her up by her pony tail with his sword against her throat.

Octavius chuckled, "You never were a match for my intellect Spider-man. I know more about your little team than you do. Like that your blond friend here is vulnerable to magic. Or that pressure points can shut don your Avatar friend's chi. Now you're all going to come with us, or my team is going to to turn yours into a bloody mess."

Taskmaster held his blade a little closer, causing a small red streak of blood to roll down Korra's neck.

Spider-man racked his brain, trying to find a way to get the girls out of this. Any movement and Taskmaster would pull the sword against Korra's throat. And he couldn't even conceive of a way to loosen the Juggernaut's grip. There was one possible trick he could use. He'd been saving it for a desperate occasion, and he couldn't think of a more desperate time in recent memory. Reaching into his belt, Spidey pulled out a clear cube as discretely as he could. Sandman and Living Laser took aim, right as Spider-man threw the cube to the ground. "Shadow clone jutsu!" he crouched and jumped, sending out three Spider-men in different directions.

"What?!" Ock exclaimed.

"How'd he do that?!" Juggernaut asked

"Kill 'im! Kill 'im!" Sandman yelled.

The villains ran helter skelter, trying to take out the Spider-men as they spewed insults and taunts.

"Come at me bro!" "Up high! Down low! Too slow!" "Almost had me that time!" "You can't catch me, I'm the Spider Bread-man!" "You know, it would help if you aimed."

"Stop you fools!" Octavius yelled. "They are just distractions! Stay with the girls!" None of the villains obeyed as they continually swung at the bouncing Spider-men. Dock Ock reached out for the girls with his metal arms, but suddenly they were webbed towards a trash can. The real Spider-man popped out of the illusion and scooped the girls up under his arms.

"Next time you see Mysterio, give him my regards." Spidey said as he jumped to the top of the closest building and ran off.

Octavius searched the ground and found the holocube, crushing it with one of his metal claws. Immediately the other Spider-men blinked out of existence. "Find him! Before he escapes, find him!"

Spider-man carried the girls to the top of the nearest skyscraper and set them down, resting their heads and shoulders on an air conditioning unit. He peeked over the edge to make sure none of the Sinister Six had followed him.

"Wha...what happened?" Supergirl said, her eyes barely open as she shifted slightly but staid laying down.

"I was hoping you could tell me." Spider-man said, "If I would have known you were weak to magic, I never would have allowed you to fight a guy empowered by a magic crystal." He held up Korra's wrist to see if she could do anything to hold it up when he let go, but it fell limp on her thigh. "And Taskmaster knows every pressure point in the human body and every conceivable way to hit them." He crouched down next to the girls. "Why didn't either of you tell me this?" Both girls looked down and away. "You still don't fully trust me."

"No, it's..." Supergirl tried to reassure him, but couldn't find the right words.

Spider-man put his hands on the back of his neck. "Ock's been studying us for weeks, picking up on strengths, weaknesses, and fighting styles, while I've been too busy trying to get you guys to like it here. This is all my fault, I'm a terrible team leader."

A small fire lit up the street below. Spidey peaked over the edge to see Living Laser and Juggernaut rampaging through the city.

"Damn. They're going to tear this place apart until someone stops them." Spider-man stepped up onto the ledge.

"Pete, no." Korra said. She grimaced, but her body refused to stand "Those guys took us out one on one. You can't take all of them by yourself."

"Yeah, I'm-" Supergirl tried to push herself up, but her arms gave out before she could even get to her legs.

"Stay here. You two are hurt and I'm not going to risk you. Now don't worry, I've beaten the Sinister Six before. The roster wasn't quite as intimidating back then..." he mumbled. "But I got this. Just let uncle Spidey go to work." he jumped off the building and swung low in between buildings.

Spider-man crawled along the walls in the direction Juggernaut and Laser had gone. He'd need to take down Juggs as fast as possible, but knew from experience that he couldn't hurt him. The last time they had fought, Spider-man lured him into a pool of cement. He wasn't very unstoppable when he couldn't get moving. This time, however, there was no pool of cement in the entire city deep enough to trap the Juggernaut in. Fortunately, there was a small parking garage nearby that should be empty this time of night. Spidey had made it a point to know what buildings were safe to drop on the big baddies he couldn't stop by any other means.

As the Living Laser split down another street, a back up plan came to the wall crawler, which was nice since he wasn't sure the building in mind even could stop the Juggernaut. After a few moments, he pulled out the sonic chip and zipped onto Jugg's back. He threw the active chip into one of the eye holes and grabbed onto the latches on the back of his helmet. Juggernaut roared and jerked left and right, trying to get the chip away from his ears. Spider-man was hardly bothered by the motion as his adhesive appendages kept him sticking. The main problem was that the latches required an enormous amount of strength to move, and it felt like his fingers were going to snap off before the latches broke. Finally, they gave just as Juggernaut leaned forward and caught the chip falling out of his helmet. Webbing the latches open, Spider-man jumped and swung away before the villain could grab him and tear off any limbs.

Circling back, and over a hundred feet above, Spider-man landed on the roof of a building in between Living Laser and Juggernaut. The next trick was a bit of a classic, but he'd need to time it perfectly. He shadowed both from above as they neared the end of the street. In his enraged state, Juggernaut's pace was significantly quicker as he made it to the end of the street first and took a left towards the street where the Living Laser was searching.

"Perfect."

Spidey quickly descended from a web in the middle of the street in front of the Living Laser, only he kept his back to him and faced towards the Juggernaut's loud footsteps. With his spider sense, he could feel the villain taking aim. If he was lucky, the blast would weaken or destroy one of the latches on Juggernaut's helmet, but then again if he was lucky he wouldn't be facing the Juggernaut at all, let alone without his team. Spider sense kicked in, so the Webslinger pulled himself up and out of the way as the unstoppable and unsuspecting victim rounded the corner, just as the laser shot out and blasted him in the face.

"The hell do you think you're doing?!" Juggernaut yelled.

"S-sorry, the spider was just here." Living Laser replied.

"Yeah, well so am I, so watch what your aiming at next time!"

Atop the building, Spidey debated looking down at the villains he had duped. He wanted to see the terrified look on the Living Laser's face, but couldn't risk giving away his position.

Spider-sense.

Back flipping, the wall crawler narrowly dodged Taskmaster's sword and landed behind him.

"I hope you've learned your lesson from the last time we crossed paths." He said.

"I've learned a trick or two." Spider-man said. Taskmaster's photographic reflexes were a pain for any fighter to deal with, but especially one that was a slave to his instincts. All he had to do was watch Spidey dodge an attack once, then he instantly knew how the Web Head would move the next time he came under the attack that his photographic reflexes could mimic perfectly. Taskmaster practically knew what Spider-man was going to do as soon as he himself did.

The Wall Crawler staid low and backed towards a water tower. Sword and shield raised, the Taskmaster kept with him. A flash of steel and Spider-man jumped backwards in between the metal support beams of the tower. In here, they would both have to come up with their own attack angles, which would diminish the effect of Taskmaster's reflexes.

Taskmaster stabbed three times and Spidey pushed himself flat against the edge each time to avoid the sword. "You know skull-face, I'm a little jealous. Most people have to work hard to be a good fighter, constantly training and whatnot." Taskmaster circles around from the outside, not wanting to get in between the metal supports and deal with the Webslinger's superior strength up close. "You could have been sitting on a couch for the past three weeks and still just gotten up and gone toe to toe with me. But Sandy here." The Sandman rose from the ledge behind him and prepared to charge. "He's all washed up." Spider-man shot webs at the bottom of the supports and pulled them in, causing the water tower to fall and break, washing all three of them off the roof.

Spidey clung to a wall as Taskmaster and Sandman fell to the street below. Soaked and unable to maintain his form, Sandman was little more than sentient mud. Taskmaster appeared to be unconscious.

Spider-sense.

He jumped and turned sideways to avoid two of Doc Ock's metal arms, then webbed and flipped backwards to avoid blasts from the Living Laser. The spider sense only got stronger, and as Juggernaut burst through the wall to his left, he realized he hadn't dodged away from danger, but farther into it. He jumped and shot a web, but Juggernaut punched him out of the air.

The next thing he knew, he was lying in the broken remains of a concrete wall. Sitting up, there was a pain in his chest.

"Ow. Broken ribs. And I just got those fixed." Spider-man looked around. In a small turn of almost luck, he had landed in the empty parking garage he intended to drop on Juggernaut. The next step was to lure him here, and by the sound of the increasingly thunderous footsteps, that part wouldn't be hard.

Spidey placed himself against a pillar as Juggernaut burst threw the wall and charged straight for him. He jumped to the ceiling and the pillar broke like styrofoam.

"You know, I miss the good ol days with Rhino." Spider-man said, "I can't make jokes about you being horny." he lowered himself in front of another pillar. "And I reserve all jokes about stupid fish bowl helmets for Mysterio. So I'm just having a hard time getting the feel for how I can best mock you."

Juggernaut punched, but Spidey flipped out of the way and landed to the side as another support was obliterated. Ock and Living Laser entered the garage and Spider-man webbed to the far wall just as a flurry of metal arms and lasers riddled the air he had just occupied.

The pain in his chest was growing the harder he had to breath and from the warm sensation he has above his left eye, he was bleeding. His vision was a tad blurry, so there was a chance he could add a mild concussion to the list of injuries.

"I desire to see you grovel, wall crawler." Doc Ock said. He and Living Laser flanked Spider-man on both sides while Juggernaut stood directly in front. "So I will offer you one last chance to admit defeat and beg for your life."

Behind his white lenses, Spider-man searched the entire room. Ock would almost certainly identify his plan to drop a building on them immediately. And to make matters even worse, he couldn't leave Ock and Laser under the tons of concrete, wouldn't be very superhero-y of him. He needed a plan of attack, and the more he thought about it, the more the least logical place to be seemed like the most logical, so he charged forward on foot, directly at the Juggernaut.

As he expected, Laser and Ock offered little resistance to avoid the risk of taking each other out with crossfire. Juggernaut too had no idea what to think. He stood with a wide stance, thinking Spider-man would go around or above him, and was caught completely by surprise when he got a face full of Spidey as the web head pulled on the front two latches.

"Get off me!" Juggernaut yelled. Spidey pulled the latches and helmets off, but before he could jump to safety, the Juggernaut grabbed his thigh and threw him into another support pillar.

Sprawled out on the ground, Spidey lay nearly lifeless. He could tell the villains were closing in, but struggled to react while his face felt flat as a pancake. Spider sense practically took over to make him kick and roll backwards to avoid Ock's grasp. Juggernaut, the red headed beast of a man, held a chunk of concrete over head and hurled it. Spider-man jumped and flipped, avoiding it and the Living Laser's projectiles. His senses were slow to pick up something behind him and it took out his left foot just as Doc Ock's metal arms seized his wrists.

Spider-man looked behind him to see the Taskmaster standing in the hole in the wall. "Thought I told you to hit the showers." he said, pulling on Ock's arms.

"Takes more than a little water to take me out." Taskmaster replied. "Can't say the same for Sandman."

"No matter." Octavius said. "I have the Spider, now finish this and lets get out of here."

"Gladly." The Living Laser took aim.

With his last act of defiance, Spider-man kicked up Taskmaster shield and deflected the blast right back at the Living Laser, knocking him out across the room. Doc Ock then pulled him close, ensnaring him in all four metal arms. The arms coiled and tightened against Spidey's broken ribs and he yelled in pain.

"Quit your whining!" Ock said, "If you were not wanted alive, your pain would be magnified a thousand fold."

Spidey gasped for nearly every breath. "So...you're...not the...big...brain?"

"Of course I am!" Octavius said, "I'm just not the one with the finances to hire such illustrious associates. Now, Taskmaster, knock him unconscious so I don't have to suffer any more of his incessant blabbering."

"With pleasure." The skull-faced villain approached and raised a fist. There was a streak of red heat vision and suddenly he was face first in the far wall.

"Ack!" Korra had rushed in and put Doc Ock in a choke hold. He pulled one arm away from Spider-man to pry her off and toss her away, but the distraction had been enough for Spidey to break his grip. Octavius' fear showed through his goggles as Spidey jumped forward and punched him in the face.

Juggernaut charged in, but Supergirl punched him from the side, sending him backwards into another pillar. "Alright missy, if your so desperate to get killed tonight." he grunted

Supergirl tried to stand tall, but it was obvious from her sluggish actions that she was far from top form.

"Yeah Juggs, stick around." Spider-man goaded, "The X-men will be here any second and I'm sure their new psychic will love to meet you."

Juggernaut froze and glared at him.

"Don't...don't fall for it." Doc Ock pulled himself up by his metal arms. "...obviously...a bluff."

"I ain't gonna risk going back to prison for this!" Juggernaut grabbed one of Ock's arms and pulled him towards the hole in the wall, punching and completely destroying another stone pillar. The building quivered.

"Oh poop." Spidey muttered. He dashed over to the half destroyed pillar he had been punched into a few moments earlier and grabbed a hold of it.

"Sp-spidey, lemme-"

"No, Supergirl you need to get Korra out." Spider-man said.

"Y-yeah." she flew over to the Avatar as she struggled to stand, took her under the arm and carried her out.

"Now get the villains." the weight on the pillar was increasing exponentially with each passing moment.

"What? But Spidey-"

"Hurry!" the building shuddered and the ceiling began to crack.

Supergirl dashed to the villains and scooped them up under her arms and flew out as sections of the ceiling fell. She dropped the villains as Korra rushed back towards the garage. She stomped to raise concrete to support the building, but her bending had yet to return. Supergirl rushed past, trying to get to Spider-man as his arms quivered and shook.

There was a loud crack, then the building fell in a cacophony of sound.

"SPIDEY!" the girls screamed into the billowing cloud of dust.

Supergirl fell to her knees, mere feet away from the building. Coughing and hacking on the dust, Korra stomped and thrust out her fists, trying to earthbend. When that failed, she rushed forwards and began to dig at the rubble.

"Avatar..." Supergirl stood.

"Maybe we can still get him out!" Korra said, "I mean, if he could take a punch from that Juggernaut guy..."

Supergirl put a hand on her shoulder. "I...I don't hear his heartbeat. He's..." Tears came to her eyes, but she held them back. Korra couldn't. She embraced Supergirl.

"No..." she whispered, "...no...he-he was..."

Supergirl hugged tightly, then looked up at the collapsed building. Soon, Korra could hear it too, the sound of something stirring in the concrete. Suddenly, a small section of the wall fell outwards as did Spider-man.

"Spidey!" the girls rushed over, picked him up and hugged him.

"OW!" he yelped, "Gah, I appreciate the affection, but- ouchie."

"We thought you were dead." Supergirl said, "I-I couldn't hear your heartbeat."

Spider-man pulled off his mask to cough up some dust, then looked at her. "You have a concussion. A severe one. It's fortunate you can hear anything over your ears ringing."

"I-well..."

"How'd you get out?" Korra asked.

"Fortunately the whole thing didn't come down at once." he said, "The pillar I was holding up, as well as a bit of the ceiling close to it, stayed up for a bit longer. So I didn't get caught under the whole thing."

With a collective sigh, the girls gently pulled the wall crawler close again, resting their foreheads on his.

"So, uh...who's up for a bandage party back at the apartment?" Spider-man asked.

**Hello Lords and Ladies, thanks for the reviews, and feel free to keep them coming. Always looking for ways to improve. Next chapter, ghosts from the past are forced to the surface, and Spidey can avoid the story of Gwen Stacy's death no longer**


	22. Chapter 22

Chapter 22

Peter limped out of his room late the next morning to get some breakfast. His chest might have been the most sore part of his body, but nearly every inch of him hurt from head to toe. Pain just seemed like part of the job now.

In the midst of four plates of food sat Kara. Having used her powers fairly heavily the day before, she required a small feast to satiate her.

"Hey Pete." Korra said from the couch, "How are you this morning?"

"I've been better." he replied, "What about you two?"

"Eh, I still feel a bit like a wet noodle, but I'm good." Korra said.

"I'm good too, so long as you don't shine lights in my eyes or make a loud noise." Kara said, her earplugs still in.

"So the news isn't covering your fight as much as I thought they would." Korra said, turning back to the T.V. "Personally I thought it was amazing what you did."

"Yeah, well if I'd have known Juggernaut was magic, I wouldn't have lost to him." Kara said, her mouth half full of chewed toast.

"Suuuure you wouldn't." Korra said, "Mind sharing with us exactly what you would have done different from getting your butt handed to you?"

"I woulda blasted him with my heat vision." Kara said, a little defensive.

Peter smiled as he got himself a bowl and cereal. The spats between them were strangely amusing, almost like siblings despite how little of their lives had been spent together. He looked down to his phone, almost hoping his message to the Avengers hadn't gone through, but forced himself to believe he had made the right choice.

"Or I could have just cut a hole in the ground, then picked it up and thrown him into the sun." Kara said.

"Then why didn't you just do that when he started whooping up on you?" Korra said with a smirk.

"Hey, at least I didn't loose to a frog man and a guy with no powers." Kara said.

"That frog guy had a poisonous tongue." Korra had shifted from being seated to having her knees on the couch cushions so she could face the others. "And how was I supposed to know Taskmaster was going to use chi blocking instead the sharp lethal sword?"

Kara tilted her head and narrowed her eyes. She was clearly about to respond with more vinegar, but something in the hallway caught her attention. "Captain America and Captain Marvel are coming." she said.

"Hm, you think they found Ock?" Korra asked.

"No, I doubt it." Peter put the milk back in the fridge, unable to convince himself to eat right now.

The Avatar answered the door just as the Captains knocked. "Come on in."

"Hope we're not too early." Steve Rodgers said, "I know you had a bit of an eventful evening, but I figured you'd want to get an early start to the day."

"Uh...yeah, sure." Korra said. She returned to the couch as the captains surveyed the room with slight confusion.

"Guess they haven't packed yet." said Carol Danvers.

"Packed?" Kara repeated.

"I...haven't told them yet." Peter said.

Korra turned to Peter, "Told us what?" she asked in a quite voice.

"I've uh...I asked Captain Marvel to take my spot as your team leader." Peter said, looking towards them, but not directly at either of them.

"What? Why?" Kara asked, her posture suddenly tensing up, "We did our best to keep the damage to the city-"

"No, it's not that." Peter said.

"Then what is it?" Korra moved around the couch and stood next to Kara at the table.

Peter did his best not to squirm in front of them. "I just don't think I'm the best option for you two."

"What?!" Korra exclaimed.

"But I thought we were doing pretty good together." Kara said, "We took out some really strong enemies."

"Yeah, and you almost got killed in the process." Peter said, "If I'd have been a better leader, I would have picked up on your weaknesses and not put you in situations where you had to face them. Or I would have done a better job of preparing you before we went out to fight super powered murderers."

"Pete, I-I don't understand where this is coming from." Korra said.

"Peter." Captain America spoke up. "Haven't you told them? About Gwen?"

"She's got nothing to do with this." Peter snaped. Both Captains crossed their arms and gave him a stern look.

"Gwen Stacy." Kara said, "I've heard her mentioned a few times. She was your girlfriend right? And she died."

"That's not important right now."

"If you're going to ship them off with me, they at least have the right to know why." Cptain Marvel said.

"I...it's not-"

"Pete, we've shared a lot of things with you." Korra said, "Things that weren't easy to talk about. Please tell us what's really going on here. We do have the right to know, don't we?"

Peter looked around the room, looking for a way to change the subject. Never a super villian around when you needed one. He sighed, and mumbled. "Yes, you do." Taking a seat at the kitchen table, he continued to look out of the corner of his eye as he began to tap the table with the ends of his fingers.

"Yeah, Gwen Stacy was my girlfriend. She was pretty and smart and nice, and...the first person I ever told I was Spider-man." he said, "I was told to stay away from her, but...I couldn't. She was just...I felt alone and at odds with most of the world as Spider-man, and she was the only person I felt I could talk to. But I...I should have..." he cleared his throat and turned in his seat so that he was no longer even facing anyone in the room.

"The Green Goblin started running havoc around the city, and it took me a long time to get a hold of him." Peter continued, "When I finally did, I unmasked him and found out he was Norman Osborn, Harry's dad. He struggled to get away, fell into a bunch of electrical wires and lost a bunch of his memories. I...didn't want to turn in my best friend's dad, so I...took off the costume and put him in his mansion and hoped he'd never remember being a super villain. But he did. He came back as the Goblin, figured out my secret identity and started tormenting the people closest to me."

Kara and Korra were already starting to piece together what came next.

"One night he kidnaps Gwen and takes her to the George Washington Bridge. I'm right on his heels. We fight, he drops her. I...shot a web at her and..." He stopped to take in a deep breath. "I stopped her but the shock from the fall and the sudden stop of momentum made her neck..."

"Pete, I'm so sorry." Korra said.

Kara sat with shoulders hunched forward, resting her arms on the table. She wanted so desperately to rush over and comfort him. "I don't want to be insensitive, but...what does that have to do with us?"

"Peter has told a few members of the Avengers about how he feels like the frequency his loved ones come under attack is more of a...curse." Captain America said.

"Which is a tad ridiculous." said Captain Marvel.

"No, it's not!" Peter said, "Things like this don't happen to superheroes. Iron Man, Thor, they save the day. Every time. I'm the only one whose ever-" he stopped and continued with a different thought. "But, that's why I think you should go with Carol. For your own well being."

"Peter, we can take care of ourselves." Kara said.

"Really? Because I've seen you beaten down twice in the past few weeks because of a very specific weakness you have." Peter said, "A weakness my enemies now know about. And if they're coming for me, then there shouldn't be anyone near me when that happens."

"You didn't abandon us." Korra said, "And we all know you had plenty of opportunities to. So we're not going to abandon you."

"It's not your choice."

"Yes it it." Kara said forcefully. "We've all got baggage, but that doesn't mean you should break down. You helped us see that."

"I am not...breaking down." Peter said, now staring her straight in the eyes, "I am trying to protect you. The people I'm closest to are always in danger so long as I continue to be a vigilante, and I'm not strong enough to protect them all. Gwen, Aunt May, Uncle Ben, Captain Stacy, Harry, Betty, even Flash and Brock. I can't be who they need me to be AND be Spider-man. And I have to be Spider-man, it's my responsibility. So it's just best if...everyone keeps their distance from me."

The room was silent for a moment. The Captains waiting for everything to sink in before trying to say anything. Kara and Korra, figuring out what to say next. And Peter, hoping this would all just end.

"So that's why you avoided everyone." Kara said.

"And why the symbiote latched onto you." Korra added.

"That black suit didn't make you ignore everyone," Kara said, "it sensed your anger and isolation as you pushed away anyone else that could get hurt because of you."

Slightly ashamed, Peter kept his eyes on the girls as they spoke, but said nothing himself.

"And you got even angrier because you were out of balance." Korra said, "You need people. Need relationships. Trust me, as the Avatar, I always thought I should be able to handle things myself, but I never would have gotten anywhere without my friends and family to support me and help me along the way."

"And I've been alone Peter." Kara said, "With my planet gone, I was more alone than anyone ever should be, and I started to get used to it. But I'm telling you, being with you guys, having friends again, it's one of the best feelings in the world. Flat out, I'm not going to let you be as alone as I was."

"Fine." Peter said, trying to force himself to sound angry even though he wasn't really. "You've figured me out. But it doesn't change anything. I still want you to leave with Captain Marvel." He stood, crossed his arms and faced away from them.

Korra and Kara exchanged looks, then nodded to each other. "Captain America, you said it was good to see Spidey with people again?" Kara said, "You think it's best he has people to talk to about being Spider-man?"

The man smiled, "Absolutely."

"Then I guess it's settled." Kara said. The girls relaxed comfortably in their chairs at the kitchen table. Peter turned halfway to look back at them.

"We're not going anywhere." Korra said.

"What?" Peter said.

"From the sounds of it, the Avengers think we're good for you." Kara said.

"And if they're not going to make us leave, then there's no way we're going to abandon you with whatever threat this is lurking around." Korra added.

"I-but-"

"You're stuck with us Peter." Kara said.

"Deal with it." Korra added as they both crossed their arms and smirked at him.

No matter how hard he tried, Peter couldn't speak. It made sense to send the girls away, but he wanted so desperately for them to stay, that he couldn't continue this fight. Not when he wanted so badly to lose it. His mouth moved, but still failed to form words. Some scared part of his brain wanted them to go away and spare him the pain of loosing them, but it felt like every other aspect of his entire being kept this fear from reaching the surface. Before he knew what was happening, the girls had wrapped him up in another one of their trademark group hugs.

"And when these bad guys do show up, then maybe it's going to be us that saves you." Kara said.

Peter swallowed as he fought back tears. "You already have saved me." He pulled them both closer.

With smiles on their faces, both Captains turned to leave. "Guess we're done here." Captain Marvel said.

**A rough few chapters for the heroes, eh? Time for a relaxing break as the girls experience their first Thanksgiving with Peter and Aunt May.**


	23. Chapter 23

Chapter 23

Korra and Supergirl sat on either side of Spider-man as they looked down over the workers assembling and blowing up all the various Thanksgiving day parade floats. Spidey was hunkered over, hands under his armpits and teeth chattering in the thirty degree whether.

"God I hate this time of year." he muttered.

"Really?" Kara asked, "Then why are we up here partaking in holiday merriment?"

"Oh I like the holidays, I just hate the weather." Spidey said.

"It's not so bad." said Korra. She had dark blue under armor on under her normal shirt.

"Yeah, well you lived in the Arctic, so your opinion doesn't count." he said.

"Aw, come on, you don't like being bundled up in warm clothing?" Korra asked.

"I run around in skin tight spandex." he said, "Adding a coat would constrict my movement. I just want to know how Supergirl here feels. You're not even wearing pants."

"Uh, I can survive the vacuum of space." Supergirl said, "Your little Earth winter isn't very much by comparison. Here, I'll even warm you up." she wrapped her arms around him and her body began to emanate a light orange glow as she heated her body up with her solar energy.

"Ooh, and I thought you gave warm hugs before." said Spider-man

Korra's left eyebrow raised in confusion. "Can we go back to the thing you said about a vacuum?"

"Yeah, there's no atmosphere in space, so there's-"

"Hey, you can explain the atmosphere later, I wanna watch them blow up the balloons in peace." Supergirl said. She leaned forward with her elbows on the brick wall around the edges of the rooftop.

Spidey gave them a few minutes to enjoy the spectacle before he interrupted. "Alright, pop quiz on our cover stories for tomorrow."

The girls groaned. "Again?"

"Hey, Aunt May's going to ask questions, and you guys need to have responses memorized." Spider-man said. "Unless of course, you don't want to have dinner."

"Nono!" Supergirl exclaimed. "We want the food."

"That's what I thought. Now what are your favorite classes?"

"Science." said Supergirl.

"History." answered Korra.

"Ugh, for the fifteenth time, Science!" Kara said as Peter closed the door to the taxi. "My favorite class is Science!"

Peter and Korra exited the other side of the cab and joined Kara on the sidewalk in Queen, just outside Aunt May's house.

"I know they dissect frogs in science." Korra said, "But maybe we make a change and cut open a spider instead."

"Nonsense, arthropods have completely different anatomy from mammals, whereas some amphibians share similar-"

"It was a joke Pete." Korra said.

"Oh, I know." he said. With a grin he walked up to his childhood home and knocked on the door.

"Peter, good to see you." The sweet olde woman had embraced him almost the moment he opened the door.

"It's good to see you too." Peter said.

"Oh, and I haven't forgotten about your two lovely roommates." she had pulled both girls into a hug before they even had a chance to say hello. "I'm so glad you decided to join us. I'm sorry about not making a feast for your own Thanksgiving, but...well I thought it would be on a Thursday, and by the time I looked it up, it was already a few days afterward."

Korra stole a quick worried glance at Peter, who immediately showed his disappointment.

"Now you three relax in the living room," Aunt May continued, "I've fallen a little behind, so I need to get back to the kitchen."

The three young heroes sat on the couch, and Peter didn't even wait a moment before laying into them. "Oh, you don't need any more quizzes huh?"

"Wh-I...thought you said Thanksgiving was a universal holiday." Korra said.

"No, I said Canada celebrates '_A_' Thanksgiving," Peter said, "A different one. Their own October. Early October."

"Well, sorry." Korra said sheepishly.

"Would any of you like some hot chocolate since you've just come in from the cold?" Aunt May asked from the kitchen.

"Chocolate melts when it's hot, doesn't it?" Kara whispered.

"Yeah, but this is a powdered chocolate mixed into a drink."

"That sounds amazing." Korra said.

"Yes, get some for us." Kara said.

"Sure, Aunt May, we'll have some." Peter called back to his Aunt.

She came out of the kitchen a few minutes later with a tray and four mugs on it. "I believe Harry should be hear any minute now, so leave the last cup for him." she then turned to back to the kitchen.

Kara immediately took a sip of the steaming beverage. "Mmmm."

Korra was about to do the same, but Pete stopped her. "Uh, you might want to let that cool down for a bit. Kara gets her powers from the sun, I'm sure extreme heats don't bother her much."

"Oh...right."

There was a knock on the door.

"I got it." Peter said.

Harry Osborn stood with a store bought pumpkin pie in his hands.

"...Seriously?" Peter asked.

"Well, yeah...my family didn't really do home made." Harry said.

Peter smiled, then shook his head and took the pie into the kitchen while Harry took a seat in the living room.

"So you are Peter's two roommates?" Harry said the girls, "How's that working for you? What with his Spider-man occupation."

"Um, it's not so bad." Kara said, "He comes and goes at all hours, but we keep fairly busy ourselves."

"Well I hope you can enjoy yourselves without him." Harry said. The girls tried to hide their confusion, "His job can make it hard for him to be there for the people he cares about sometimes."

Kara said nothing at first, remembering how Peter had confessed his guilt that he wasn't able to face Harry after Gwen's death and felt responsible for not being there for his friend as Harry began to use drugs to cope with his murdering super villain father.

"Pete's always been there when we needed him." Korra said.

"Good." Harry said. "It's good to hear he opened up to people. For a while it seemed like he only saw friends as...weaknesses." He smiled and turned his attention to the TV. Kara and Korra exchanges looks. Something about Harry seemed strange to them.

Peter came back in the room and sat in between the girls. The TV cut from the parade to a commercial break, full of advertisements for huge sales.

"What's Black Friday?" Kara whispered, hoping this wasn't a holiday that she had neglected to remember.

"It's when all the stores slash prices for Christmas sales." Peter said, "It's the day after Thanksgiving, but a lot of stores actually begin their sales late this evening."

"Oh, do they now?" Kara said. She sat up straight and looked sideways at Korra.

The Avatar huffed. "Fine, we'll go shopping."

"Woah. There's a lot of people here." Kara said. She looked around the department store as people shoved and hurried past them.

"Move it!"

"Outta the way!"

Korra led Kara to the side as hundreds of shoppers poured into the building. "Pete wasn't exaggerating when he said people go crazy."

"No kidding. It's like they're all mind controlled." Kara said.

"Sooo, where do we start?" Korra asked, "I don't really have any gift ideas that immediately come to mind."

"Let's start with cookware. I heard Aunt May needs some new pots and pans, and if we're lucky she'll get in a baking mood and make us all kinds of good stuff to eat." Kara said.

"That's a little selfish." Korra crossed her arms, but smirked. "Getting someone a gift and hoping for an immediate return on it."

"Hey, Aunt May likes to make people happy." Kara said, "Particularly Peter. And her food is so good it's almost like her super power. Therefore we are enabling her to make people happy...namely us."

"You raise a good point. She was so happy to see us devour that turkey, she wasn't even disgusted that you ate half of it yourself." Korra said.

"Oh, I did not."

Together, they made their way through the store. Korra was all too happy to let Kara lead, as no one was able to shove her out of the way, which allowed her to clear a path for Korra.

"Oh hey." Korra stopped abruptly and grabbed Kara's shoulder. Her eyes had locked on to a familiar looking red scarf. "What do you think about this for Pete? It's the same color as his, uh... uniform."

"That's a pretty good idea." Kara said, "And maybe some red legwarmers and gloves would work too."

"Maybe then he'll stop complaining about the cold so much." Korra grinned.

"You know, we should shop for each other while we're here." Kara said.

"Pfft, if you want me to look the other way when you buy me something, just tell me." Korra said.

"What's that supposed to mean? Aren't you going to get me anything?"

"Not until the day before Christmas." Korra said, "What's the point otherwise, you'd just X-ray through the wrapping paper."

"Not if you put lead around it." Kara said. When the only response was an eyebrow raised in confusion, she explained. "X-rays cant pass through lead. If you put something in a lead box or something, I couldn't tell what it was."

"Hm. And you promise not to see through people and watch where I go in the store?" Korra asked.

"I promise, now go buy me a present!"

Laughing to themselves, the girls split up and searched the store for gift ideas.

**Next chapter: Mysterio shows up, but as usual, when he's involved things usually aren't as they seem. Plus, secrets are revealed about the source that brought Korra and Kara to the Marvel Universe.**


	24. Chapter 24

Chapter 24

Spidey rappelled down a web to get in between Korra and Supergirl. "Gotta say, I am digging this scarf and gloves."

"Yeah, well you're not getting my present for another month." Supergirl said, "If I'm going to do this holiday, then I'm going to do it right."

"Well, I just thought that it would be best to give it to him now so he has more time to enjoy it." Korra said.

"And you better not give Korra her present until Christmas either." Supergirl pointed at the Webslinger.

"Actually, I didn't want to seem like I was forcing my holidays on you, so haven't even gotten you two anything yet." Spider-man said, "And I don't think I'm getting you anything until, like, the day before. Don't want you sneaking a peak through the wrapping paper with your X-ray vision."

"Why does everyone think I'd do that!"

Korra stiffed a laugh. "Don't worry, I found a lead box we can put her presents in."

In a foul mood, Kara crossed her arms and muttered under her breath. Suddenly she perked up. "I hear some kind of weird jet engine."

"Closer than it should be I'm assuming?" Spider-man said.

"Yeah, sounds like it's coming from SOHO."

"Alright, lets go take a look." he jumped off the side of the building and shot out a web. "Come young wards! For justice!"

"Maybe I shouldn't have given him that scarf at all." Korra said, extending her staff, "He talked less with his teeth chattering."

They raced through the city towards the sound Supergirl had heard. The wall crawler clung to a radio antenna and looked to the Girl of Steel. "Where'd you hear it coming fro-" There was an explosion a few streets over. Black smoke billowed above the buildings. "Never mind, I think I can figure it out."

He hopped off and swung over to the top of a building above the explosion, with the girls on either side.

"AHAHAHA!"

"No..."

Supergirl could hear Spider-man's heartbeat nearly double as a man riding some sort of glider streaked upwards. His clothes were civilian, but on his head was a green mask that covered his entire head. Shining out from the green were the two bright yellow eyes.

"No!" Spider-man dove off the building and swung after the man faster than Korra or Supergirl had ever seen him go, but they still kept up with him.

The man pulled some round orange grenades out of a satchel around his shoulder, and raised them over head.

"Don't let those bombs hit the street or buildings!" Spider-man yelled.

"But..." Supergirl could have easily caught the man, but she only questioned Spidey for a moment. Having learned to trust his judgment, she dove down while the Webslinger gained on the man. Even on her jet boosted glider, Korra was having trouble catching up.

Supergirl caught all the bombs and clutched them to her chest. They detonated and she suppressed the explosion, keeping the people below safe. Down the street, the goblin threw another handful of bombs at an office building just before Spidey landed on the glider. Korra retracted the pectoral wings of her glider, ran alongside the building with her momentum, then swung the tail wings of her glider and used the gust of air to keep the bombs away from the building as they exploded in the air.

Supergirl caught up with the Avatar as Spider-man and the goblin crashed onto a roof. They both hurried after him as another explosion rocked the rooftop. As they landed, Korra stooped and picked up the smoldering burnt remnants of the red scarf she had given Peter. She lingered on it for a moment with an odd sense of attachment she felt for it, then turned to see Spider-man bashing the goblin's face in.

He raised the man up by his throat and slammed him into a wall. "Where did you get these weapons?!" he waited a moment before punching the man again. "Where?!" Spider-man's grip was tight around the man's throat, he couldn't have answered if he wanted too. "I know you're not Norman Osborn!" he ripped the mask off and revealed the bloodied face of a man in his late twenties. "Who are you?!" he punched before the man even had a chance to answer. "Where did you get these weapons?!"

"Spider-man, calm down!" Supergirl said. He whipped his head around almost as if he hadn't known she was there. She used her vision to see through his mask and flinched at the wide eyed fury she saw in his eyes.

"Spidey, it's all right." Korra said. "Everyone's fine, just...calm down."

He looked to the burnt scarf in her hand, then touched his neck. "I'm sorry, I..." he let go and the man dropped to the ground and started chuckling to himself.

"Who is that?" Korra asked.

"I'm...I don't know." Spidey said, "The first Green Goblin had weapon stashes all over the city. Maybe...maybe this is just some loser that stumbled into one of them. Took part of the formula and went nuts."

"And made it past all the security measures?" a voice asked. It sounded like it was coming from all round them. In individual puffs of smoke, men in green suits with purple capes and dome helmets began to appear all around them. Nearly thirty in all.

"Mysterio, didn't I leave you in another dimension with that other Spider-man?" Spider-man asked.

"The master of illusion cannot be contained forever," the Mysterios said in echoing unison.

"Supergirl?" Spider-man asked.

She had read the file and had been using her vision and hearing to pinpoint the real villain from the illusions. "None of these guys are real." she said.

"Alright, what loony plan do you have swimming around in that crazy fishbowl of yours this time?" Spider-man asked.

"Spider, my good arachnid friend, all I want to do is put on a show." Mysterio said.

"The kind of show where you get punched a lot?" Korra said. "I'd pay to see that."

Supergirl stood with her eyes closed, trying her best to focus on the source of Mysterio's voice other than the microphone's under the illusions all around them.

"Ah, yes, the Avatar, I've been looking forward to meeting the Spider's new-"

"Just so we're clear, she's got nothing to do with the movie about the blue Pocahontas." Spidey interrupted.

"Ahem, as I was-"

Korra smiled, "That's right, so if you're looking for some HardToFind-ium, or whatever, your out of luck."

"I've no interest in-"

"Pretty sure the mineral was called VeryRare-ium." Spidey said.

"Are you sure it wasn't DifficultToGather-ium?" Korra said. Their attempts to distract Mysterio while Supergirl honed in on his location were childish, but doubtlessly effective as the villain grew more and more agitated at being interrupted.

"Listen, you idiots, I'm-"

"No, no, I'm almost positive it was UnDiscovered-ium."

"I'VE HAD ENOUGH OF-"

"Got him!" Supergirl said. She flew off the building past all of the Mysterios.

"UnObtain-ium!" Spider-man said as he and Korra followed, "That's what it was."

"He's in an old unused section of the subway." Supergirl said, diving towards the street and flying into a subway entrance.

"Slow up a bit, hard to web swing down here." Spidey said.

"But he might escape if we don't hurry! You said I was the Mysterio buster." Supergirl said.

"I...yeah, alright." Spider-man said, "But make sure Korra is close behind you."

"Sure, but you better hurry Avatar!" she took off at an incredible speed, flying above a stopped train.

The web head had to crawl the length of the carts as he had no room to maneuver. As much as he knew Supergirl could see past every illusion the former special effects master, Quentin Beck, could throw at her, he still second guessed himself for letting the girls go on ahead by themselves. He moved as fast as he could after them until he found a broken section of wall and a bright light shining out into the underground tunnel.

Inside was a clean, completely blank white hallway that led parallel to the tracks. To the left was Korra, one hand holding her staff on her shoulder, the other moving through her hair.

"Avatar, wheres Supergirl?" Spidery asked.

"I don't know." Korra said. "I lost her. She just flew out ahead."

"Alright, we should split-" he cut himself off.

"I'll go this way, you go...what?" Korra said.

"I just don't know if that's the best plan." Spider-man said.

"We should search this place as fast as possible." Korra said.

"I know, but...just...be careful."

"Okay." she made to leave, but he grabbed her arm.

"No, look at me." he put his hands on either side of her face and stared his lenses into her eyes. "Be. Careful."

Korra scoffed. "Alright, jeez. You might be more over protective than my dad." she pulled free and hurried down the hallway.

"Your dad never had to see you with Taskmaster's sword at your throat." Spider-man muttered before rushing in the opposite direction.

For a hundred feet the hall ran straight, then took a ninety degree turn to the left. The web head didn't even bother to slow down and began running on the wall. A few feet later and he stopped at an open door. Inside was a red cape over top of a crumpled heap.

"Supergirl!" Spidey cried as he sprinted into the room. Immediately his spider sense blared, but in his panic he still pushed himself into the room. It took him a full three seconds to realize he had been tricked. The door slammed behind him and the illusion of Supergirl flickered out. "Nuts." he muttered.

Korra skidded to a stop when she saw Supergirl come speeding towards her. The Girl of Steel barely slowed down as she grabbed Korra under the arms and carried her in the opposite direction.

"Gah! What- what are you doing?!" Korra yelled.

"It's Peter, he's in trouble!" Supergirl exclaimed.

They zoomed down the hallway, taking all the turns Spidey had until they stopped in front of a door. Supergirl set Korra down and wound a punch up, but on the face of the door, a screen blipped on.

"I wouldn't recommend doing that." Mysterio said.

"And why not?" said Supergirl.

"Because I was under the impression that you actually liked the Wall Crawler." the camera panned down from the villain's face and showed Spider-man's mask with some type of weapon pressed against his temple.

"Spidey!" Korra exclaimed, "What did you do?!"

"Lured him into a room wired with thousands of volts of electricity." Mysterio said, "He might be able to see past some of my illusions with that spider sense, but the moment you put someone he cares in danger...well, then it doesn't matter if it's an illusion or not, he just rushes in. I do admire it somewhat, makes for a good action hero."

Supergirl pounded on the door with both fists. "Let him go or I'll shove that helmet-"

"Language my dear!" Mysterio said, "I've every intention of releasing the wall crawler. But first...you must do something for me."

Supergirl was gritting her teeth in fury, and while Korra wasn't in a much better mood, she moved in front of the screen. "What exactly do you want us to do?"

"There is a house near Point Lookout on Long Beach." Mysterio said as the screen changed to an image of a light brown house. "Go there, ask for Martin. He'll give you a package which you will bring back here. You have sixty minutes." The screen changed to a digital clock.

Korra and Supergirl looked at each other. "I don't think we have a choice." the Avatar said.

They sped away out the hallway, into the subway and up to the street above.

"No offense, but I can get to Long Beach a lot faster than you can." Supergirl said.

"None taken," Korra said, "You go, I'll get the Avengers." she jumped and extended her glider staff and the two split up.

"Wake up Peter, we've got work to do."

Spider-man opened his eyes. His head was groggy, his muscles shot to the point he couldn't even feel them. He might as well have been a pair of eyes and brain floating through space. His head was jerked up and he found himself staring into the face of Harry Osborn.

"Come on, I want you to be awake for this." he said.

Harry let go and Spidey's head plopped down. His vision was fuzzy, but it began to focus slowly. Trying to rub his eyes, the Web Head became aware that his arms were locked down by thick metal restraints. Legs too.

There was the sound of metal scraping as two figures entered the room. One significantly shorter than the other.

"Pete, meet my new business partner." Harry said, "Or at least his...spokes person."

The old man set a thick glass jar down on the table and came forward. Behind him, the young girl set some sort of mechanical device next to the jar. Crumpled in the corner of the room was an empty Mysterio costume.

"How fast will he recover?" the old man asked. He wore a long, light gray robe with a large ruby placed just below the neck. All assortments of jewelry covered the rings on his fingers, and his long gray hair was back, revealing the long golden earrings he wore.

"Oh my good golly gosh, what if he doesn't recover in time?!" the young girl exclaimed. She wore a red hat and uniform with yellow stitching, not unlike the type one would expect to see on a doorman for a fancy hotel. "We only have a small amount of time, and if he's not ready, then we'll totally miss it and everything will get screwed up and-"

"Calm down, Minor." the old man said, "I'm sure our associate knows our timetable."

"I do." Harry said, "He recovers fast, so he'll probably be ready in just a few minutes."

"Good." the old man said, "The motivation has been planted in him. Let's begin."

"Oh please, let me." Harry grabbed the jar and brought it forward. "You know what this is Pete?" Some sort of red goo lurched around inside the container. "You had so much fun with the last symbiote, I figured I'd buy you a new one for Christmas."

The old man watched on emotionless, while the girl bounced up and down on her heels and kept her fingers near her mouth.

"H...Harry..." Spider-man's voice was hoarse, he could barely talk. "What...what is this?"

"I think you know exactly what this is." Harry said. "This is vengeance. For my father. I've done a bit of work from the sidelines, but I wanted to step forward to see the look on your face when you knew it was me who ruined you." he returned to the table, set down the jar and picked up the machine. "But my associates I can't take all the credit." Harry stepped forward again, "Victor Von Doom sends his regards."

* * *

><p><strong>Just to be extra clear here in case I wasn't in the chapter itself, Dr. Doom had a hand in the events Spider-man and Co. have been facing, but he's not responsible for bringing Korra and Supergirl to this dimension. That would be the one who sent the old man and young girl. I know I haven't left a clear trail of clues yet, but any guesses who it is? And as always, feel free to critique my writing. Bye, hope to update next week.<strong>


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